1 Just In Time Board Orientation for New Board Members A Board Training Opportunity offered by the Great Lakes Alliance Region of YWCA’s

2 Session Topics  Overview of board roles and responsibilities  Information, tools and techniques needed to bring new board members up to speed quickly.  What we won’t cover – Details of local board structure and functioning – Info about local programs

3 It’s a Governing Board  A Governing Board as distinct from other types of board structures  Local YWCA Association incorporated as a nonprofit in your state  501(c)3 tax exempt status granted by IRS

4 Thinking about what it means to be a board member... What are some of the most powerful learnings about board service? createthefuture.com7

5 YWCA Mission The YWCA is dedicated to eliminating racism, empowering women and promoting peace, justice, freedom and dignity for all.

YWCA Corporate Identity 6

7 All YWCAs Embrace Hallmark Impact  Eliminating racism  Women’s economic empowerment

8 Hallmark Definition YWCA Hallmark Impacts in racial justice and women’s economic advancement are intentional, have direct impact and measurable results, and create meaningful change.

Hallmark Impact  Aligns with Mission of YWCA USA  Distinguishes YWCA from other women’s organizations and YMCA  Drives systemic change  Varies from community to community  Doesn’t have to be costly

Sample Hallmark Programs  Research gender and racial membership of corporate boards  Sponsor racial justice forums to educate and inspire people to action  Advocate to reduce racial disparities  Conduct mission-related education and training  Provide nontraditional job training  Offer economic literacy education

11 YWCA USA Governance and Structure

12 Organizational Structure YWCA USA

13 Great Lakes Alliance (GLA)  One of nine regions in the US  Purpose: to support local association in the GLA region to individually and collectively advance the YWCA mission  Capacity building focus  Vision: The GLA is a vital network of powerful, thriving local YWCAs that transform women’s lives, their communities, and the world.

Organizational Structure YWCA USA 14

15 Starting with the Basics

16 Governing Documents  Articles of Incorporation  IRS Letter of Determination  GLA Affiliation Agreement  Bylaws  Board Policies  Strategic Plan  Budget

17 Board Governance: Fundamental Assumptions  Distinction between governance and management.  “Ends” and “means” distinction.  Clarity and agreement about who does what.

18 Governance as Leadership Richard Chait, William Ryan & Barbara Taylor

19 3 Modes of Governance  Fiduciary mode: key question -- "How are we doing?"  Strategic mode: key questions -- "What are we doing?" "Where are we going?" and  Generative mode: key questions – “Why are we doing this?” “What are the possibilities?“ “What’s coming?”

20 Collective Responsibilities Of The Board

21 Board Roles and Responsibilities Key Roles of the Board – Set Organizational Direction – Provide Oversight – Ensure Necessary Resources

22 Board Role - Set Organizational Direction Responsibilities: – Participate in regular strategic planning (every three years) – Champion the YWCA mission – Set the vision for the future – Establish organizational values – Set major goals and strategies – Approve operational or annual plans

23 Board Role - Ensure Necessary Resources Responsibilities: – Make sure there is a development plan in place – Hire capable executive leadership – Ensure adequate financial resources – Promote positive public image – Ensure the presence of a capable and responsible board

24 Board Role - Provide Oversight Responsibilities: – Oversee financial management – Minimize exposure to risk – Measure progress on strategic plan – Monitor and evaluate programs and services – Provide legal and moral oversight – Evaluate the chief executive (annually) – Evaluate itself (every two to three years)

Focus on Finance Establishing financial policies Create sound system of internal accounting control Develop budget in keeping with strategic plan Monitoring policies to assure prudent financial control systems Detect/correct error, mismanagement and fraud Limit risk 25

Focus on Finance Monitoring expenditures and revenues Review financial statements to ensure budget compliance Reviewing year-end audit Create separate audit committee Review audited financial statements Review

Critical Issues The board’s role in: Alliances, partnerships and strategic restructuring Board and staff leadership succession plans Assuring financial sustainability 27

28 Individual Board Member Responsibilities Act in Accordance With Legal Standards  Duty of Care - Stay informed and ask questions  Duty of Loyalty - Show undivided allegiance to organization’s welfare  Duty of Obedience - Stay faithful to the YWCA’s mission

29 Duty Of Care  Attend Board meetings regularly.  Written record of Board minutes and actions.  Meaningful Board meeting with full disclosure of operating results.  Engage professional auditing services.  Consult with legal counsel when needed.  Authorize corporate indebtedness, if any is to be incurred.  Review the adequacy of the organization’s insurance coverage.

30 Duty Of Loyalty  Avoid self-serving policies.  Disclose conflicts of interest.  Remove yourself from the discussion and voting when you have a conflict.  Keep the board chair and chief executive informed of real or potential conflicts.

31 Duty Of Obedience  Refer to the mission as a guide to decisions  Use funds given for the stated purpose.  Ensure that the organization follows all laws and regulations that apply to nonprofits, such as payment of any taxes and public disclosure of information.

32 Individual Board Member Responsibilities Participate in the governance of the organization Work on committees and task forces Volunteer services to the organization outside of their board work Serve as ambassadors to the community

33 Individual Board Member Responsibilities Participate in Fund-Raising Activities  Know your role in development plan.  Make a personal financial contribution  Provide names of potential donors  Visit funders  Attend fund-raising events  Act as a resource to director of development and chief executive

34 Board Job Description  Attend all regular board meetings.  Serve as an active committee member.  Support fundraising activities.  Prepare in advance for board policy and decision-making.  Attend the annual board planning retreat.

35 The Roles of the Board GOVERNANCE  Steer the Ship  Acts as a group SUPPORT  Volunteer, raise money, advise  Acts as individuals, committee members

36 3 Hats that Board Members Wear Governance Hat Implementation Hat Volunteer Hat

37 Policy-Making: A Critical Area of Board Decision-making

Policy Making Role 1. The board first identifies a need for new policy. 2. Assign a team to draft new policy. 3. Write a first policy draft. 4. Ask legal counsel to review draft policy. 5. Present draft policy to the board for action. 6. Continue to review and revise board policies. 38

39 Board Organization Chart

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41 Staff Organization Chart

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43 Board Staff Relations Building an Effective Partnership

44 Responsibility Matrix ResponsibilityBoard Of DirectorsExecutive Director Finance and Accounting  Approves annual budget.  Reviews periodic financial reports (balance sheet, income statement, changes in financial position).  Ensures that proper internal controls are in place.  Prepares annual budget with input from finance committee  Oversees preparation of periodic financial reports.  Implements proper financial controls.

45 Building the Board-Staff Team  Ensure that current job descriptions are in place for the executive and board members.  Maintain healthy and mutually supportive relationship between the board chair and executive.  Maintain clarity re: board policy and oversight functions.  Keep each other informed and adhere to the doctrine of no surprises.  Approach assessment as a tool to strengthen board and executive performance.

46 New Thinking About Meetings Traditional  Board meetings emphasize transmission of information and reports  Same agenda structure New approach  Emphasis on participation and action  Use meeting for strategic and generative thinking  Consent agendas  Meetings are outcome driven

47 Committee Effectiveness  Committee participation as an expectation of board members  Board committees  Help the board do its work  “Fewer is better”  Use of task forces  Written committee descriptions  Aligned with strategic plan

48 Questions to Ask BEFORE You Come Onto the Board Hint: It’s not too late to ask them!

49 Key Questions  What are the YWCA’s goals for the next three years?  May I see a job description for my position?  What committees would you like me to consider?  Can I talk to the Treasurer about the finances?  What kind of financial reports does the board receive?

50 Key Questions  What would be my financial commitment?  How does the board relate to the staff?  May I see the organizations’ self-evaluation?  May I see an example of the materials we receive as board members?  Are other board members as passionate about the YWCA mission as I am?

51 Resources  Getting On Board With Effective Orientation: A BoardSource Toolkit by BoardSource  GLA Capacity Building Online Resource Directory under “Governance and Leadership” section

52 Complete the Evaluation Please complete evaluation. Go to:

53 GLA CB Consultant Contacts Frank Martinelli, Shelly Schnupp,

Best Wishes in Your Board Service!