All materials contained within are copyright of the Edyth Bush Institute for Philanthropy & Nonprofit Leadership at Rollins College unless otherwise noted. Nonprofit Board Basics: Board Member Orientation Presented by Kate Martin Training and Course Instructor at EBI

Why Join A Board?

#1 Reason?

Other Reasons People Join Boards Impact the lives of others Skills to offer Add to my resume “My boss said to” Recognition Contribute to organization’s success Personal satisfaction

What Legal Duties Do Board Members Owe? Duty of Care Duty of Loyalty Duty of Obedience

Duty of Care Act in the Same Manner a reasonably prudent person would in similar circumstances

Duty of Care Prepare for Board (and Committee) meetings Read reports and financial statements Learn more about topics Ask probing questions Use independent judgment Complete tasks in timely manner Fulfill all board responsibilities

Duty of Loyalty Make decisions on behalf of the nonprofit with the organization’s interest solely in mind No regard for personal gain No conflicts of self interest, interest of family/friends, corporate interest Full Disclosure

Duty of Loyalty Have a written Conflict of Interest Policy Review the Conflict Policy annual Note conflicts, full disclosure & how handled Follow the policy Keep confidential information CONFIDENTIAL

Duty of Obedience Be faithful to the mission Obey all local, state and federal laws Follow bylaws and policies

Duty of Obedience Decisions within scope of mission and vision Comply with regulatory and reporting requirements Incorporation documents current Florida Solicitation Act (if required) File 990 Lobbying & Advocacy Review and comply with Bylaws

Duty of Transparency Ensure transparent in its operations Share with the public the organization’s public information Post Annual Report Post Audited Financials & 990 Programs align with mission and effectiveness

Ten Roles & Responsibilities of Board Members

1. Determine organization’s mission and purpose. Articulate purpose, means, constituents served Review every two years for accuracy & validity Board Members understand & support it

2. Select the Chief Executive Consensus on Job Description Executive Search

3. Support the CEO and Periodic Performance Reviews Moral and professional support to reach organizational goals Periodic Performance Reviews

4. Ensure Effective Organizational Planning Active participation with staff in overall process Creation of goals that tie back to mission and vision

5. Ensure Adequate Resources. Provide resources Donate an amount each year meaningful to you Work in partnership with CEO and Development to raise funds

6. Manage Resources Effectively. Develop annual budget Resources needed How money spent Ensure financial controls are in place Understand Audited financials, Form 990, Budget Annual Report, Periodic Financial Reports

7. Determine, monitor, & strengthen programs and services. Programs consistent with mission Monitor effectiveness & success

8. Enhance Organization’s Public Standing Primary link to community, including constituents, media and public Ambassadors & Advocates Articulate mission, values, goals & accomplishments

9. Ensure Legal & Ethical Integrity and Accountability Adopt Code of Ethics & review regularly Ensure internal controls and policies used

10. Recruit & Orient New Members and Assess Board Performance Needs in terms of member experience & skills for a "balanced" board Orient new members to responsibilities and organization's history, needs, and challenges. Evaluate performance in fulfilling responsibilities to recognize achievements and areas to be improved

Who Does What? Board (Governance) vs. Staff (Operations) Constructive, flexible partnership

Board Responsible For… Mission and direction; Strategic, long-term plans; Fundraising, approves budget and audit; Serves as community ambassadors; Principles set and oversee organizational goals Accountable to the public and constituencies.

Chief Executive… Manages the organization’s affairs Appropriate planning, coordination and implementation of the programs Achieves goals within clear board parameters; Supports the board with strategic information, ideas and connections; Retains operational responsibility and power; Hires and supervises all other staff.

Flexible Partnership Clarity & agreement on division of roles and responsibilities; Regular and open communication; Mutual respect; Feedback and assessment of board and the organization; Flexibility to redefine as grow in size and complexity

Every Board Member Should… Understand mission, vision and values Know about programs and services Understand the finances Know organizational history Understand strategic direction and structure Know and fulfill member expectations Participate in continuing board education

Tips for Board Governance 1.Remember Everyone has a Voice, but a majority vote is an Action. 2.No one should be paid to be a board member. 3.Good policies and procedures support good governance.

Tips for Good Board Governance 4.Everyone donates. If you don’t support, why should anyone else? 5.Term limits add new ideas, more money and promote diversity. 6.You get the level of participation you expect and require. 7.Always ask questions. Silence is unacceptable.

Tips for Good Governance 8.Our lives are built on prevention and intervention. How does your board do this? 9.If the Board makes a mistake: Learn from it Forgive yourselves Hope it doesn’t explode. 10. Have fun and express your passion for the community!