Duties and Responsibilities of a Board Member By Alexis Molinares Alexis Molinares & Associates For CARa

First… There are a diversity of views regarding the Role and Responsibilities of a Board of Directors But... These share common themes

Simple definition…of a board “Group of people legally and morally charged with the responsibility to govern an organization”

Who they Serve… For Profit Corporation: the board is responsible to the stockholders Not for Profit: the board is responsible to the stakeholders, in particular the community the organization serves

The Duties in General… 1. Provide continuity for the organization Provide the legal framework Represent the organization’s point of view through its products and services and advocacy for them

Cont… 2. Select and appoint and evaluate a Chief Executive The administration is delegated. Evaluation based on set criteria: including… Relation with the board members Leadership Program planning and implementation, and Managment of the organization and its personnel

Cont… 3. Govern the organization by broad policies and objectives Formulated and agreed upon by the chief executive Assign priorities Ensure the organization’s capacity to carry out programs

Cont… 4. Acquire sufficient resources for the organization’s operations and to finance products and services A True Commitment to Fundraising!!!!!

Cont… 5. Account to the public for the products and services of the organization and expenditures of its funds, including… Provide fiscal accountability, approve budget and formulate policies for the disposition of public and private resources

10 major responsibilities… modified from Carter McNamara, 2008 Determine the Organization’s Mission and Purpose Select the Executive Support the Executive and Review His Performance Ensure Effective Organizational Planning and Assist in Implementing the Plan’s Goals Ensure Adequate Resources Manage Resources Effectively Determine and Monitor the Organization Programs and Services Enhance the Organization’s Public Image Serve as a Court of Appeal Assess It’s own Performance

Board Paradox The board-staff relationship is a paradoxical one. When acting in their governing role, the board must stand above staff and be the "boss." But when acting in their supporting role, board members act to support and assist staff-led work.

Some boards become so excited about their roles as governors that they mistake governance for close supervision of management and begin meddling in minor management affairs. In other cases, as boards govern more, they shirk their supporting role. The challenge is to fulfill both roles, not simply switch from one to the other.

Finally, “While appointment or election to a board is an honor, board members have important legal and fiduciary responsibilities that require a commitment of time, skill, and resources”

80:10:10 Rule 80 % of Time Devoted to Fundraising 10% of Time Devoted to Oversight of Programs 10% of Time Devoted to Strategic Planning

We expect… Attend Board meetings regularly Be familiar with the organization's goals, objectives and programs Read preparation materials prior to each Board meeting to assure active, informed participation Exercise general supervision over the organization affairs Know the budget, budget process and financial situation of the organization Inquire if there is something you do not understand or if something comes to your attention that causes you to question a policy or practice Insist on meaningful Board meetings with full disclosure of operating results Require the organization to engage competent legal counsel Require all committees to make reports at the Board meetings,when appropriate Know the directors and officers of the organization Identify and avoid conflicts of interest Monitor the community and professional image of the organization

Gracias…