Boards

Board Titles Board of Directors Board of Directors –Mainly in the commercial sector & non-profit sector Board of Trustees Board of Trustees –Mainly in the public sector Park Commissioners Park Commissioners –Mainly in the public sector Advisory Councils Advisory Councils –All sectors

3 Types of Boards Independent Independent Semi-Independent Semi-Independent Advisory Advisory 3.2 million boards in the U.S.

Independent Board In all 3 sectors In all 3 sectors Strongest type of board Strongest type of board –Ultimate authority –Commercial - shareholders 3 basic authorities… 3 basic authorities…

Independent Board 3 basic authorities… 3 basic authorities… –Policy setting  Set policy to guide operations  Be involved in policy setting & not daily operations Decision Making Oversight Policy Setting

Independent Board 3 basic authorities… 3 basic authorities… –Decision making  Provide sound financial management –Adopt a budget, raise funds, ultimate fiscal responsibilities –Public independent boards (park districts) can assess taxes; advise & council top management  Hold property title  Select capable & effective CEO Decision Making Oversight Policy Setting

Independent Board 3 basic authorities… 3 basic authorities… –Oversight  Programs, operations, etc.  To advise & counsel management  Oversee CEO Decision Making Oversight Policy Setting

Semi-Independent Board Public agencies only Public agencies only Appointed…usually by City Council or mayor Appointed…usually by City Council or mayor Difference between city mgr, mayor, & strong mayor?

Semi-Independent Board Strong mayor – council Strong mayor – council –Elected mayor has administrative control over city –Mayor has power to…  Hire & fire department heads  Act as CEO  Prepare & present budget –Council…  Acts as the legislative body  Approves actions of mayor –NYC, LA, Bloomington, IN

Semi-Independent Board City manager – council City manager – council –Hire a professional city manager to run city –CM has responsibilities of the strong mayor but isn’t elected –Can have an elected mayor to:  Preside over council meetings  Serve as spokesperson for the community  Assist council in decision making and policy setting – Found in B-N, Charlotte, Las Vegas

Semi-Independent Board Authority: Authority: –Operating policies –General administration practices Depends on an independent board for ultimate authority & approval and allocation of funds Depends on an independent board for ultimate authority & approval and allocation of funds CEO may answer to the board or mayor/city manager CEO may answer to the board or mayor/city manager

Advisory Boards Prominent in npo & public agencies Prominent in npo & public agencies May serve an entire population, neighborhood, special interest May serve an entire population, neighborhood, special interest Examples Examples –CU Special Recreation Advisory Board –RPA Advisory Council –Teen Boards –EDP, IU, NRPA

Advisory Boards May be elected or appointed May be elected or appointed May be given limited powers May be given limited powers –Manage its own affairs –Raise $$ for special projects –No final authority or responsibility

Advisory Boards Functions Functions –Sounding board for community & staff –Do studies & special projects & make recommendations –Opportunities for citizen involvement –Advocacy when needed  EDP

Corporate Advisory Boards Panel of experts Panel of experts –From other corporations –Have specific expertises –Modest retainer fees –No legal responsibility –Review strategic plans, marketing plans, special issues

Becoming a Board Member

How to Become a Brd Member Independent – elected Independent – elected –Market/Commercial sector  Nominating committee makes nominations  Elected by members/shareholders –Public Sector  Petition to run for election –Nonprofit Sector  Nominating committee  Vote of membership or…  Self perpetuating – vote of the board –Time, treasures, talent

How to Become a Brd Member Semi-independent – appointed Semi-independent – appointed –Public – interviews, political appointments Advisory Advisory –Appointed –Some self-perpetuating

Fiduciary Duties All boards

Fiduciary Duties Do what is best for the org. Do what is best for the org. –Loyalty to the org –Avoid conflicts of interest  T-shirt bids, land development, auditing firm  Investing corp. funds in own company –Act in good faith & with honesty –Use good judgment –Obedience  Follow laws, bylaws, statutes, charters

Operating Procedures Bylaws Bylaws –Outlines basic legislative procedures –Each board member is responsible for knowing the bylaws –Includes:  Board membership rules  Board leadership info  Voting rights (ie. proxy, quorum)  Meeting requirements –How often, how notice is given –How to amend bylaws

Operating Procedures Board Meetings Board Meetings –Agendas  List every item to be presented  No surprises, unless an emergency –Add to agenda at the beginning of the meeting  Agendas & materials arrive 5-10 days in advance –Minutes from previous meetings –Study materials  Agenda topics….

Workout Company Board of Directors 2/05/13, Noon, 123 E. 4 th Street Board Meeting Agenda 1. Call to order 2. Roll call of members present 3. Reading and approval of minutes 4. Officers’ reports a.President b.Vice President c.CEO 5. Committee reports a.Finance b.Membership 6. Old business 7. New business 8. Announcements 9. Adjournment

Operating Procedures Board Meetings Board Meetings –Minutes  Legal documents –Open meetings act – public only  Advanced meeting announcements  Meetings open to the public –Meeting defined as a majority of the board members  Closed sessions

Board Structure Length of term Length of term –3-5 years # of board members # of board members –5-7 Composition of board Composition of board –Geographic, diversity, skill sets

Board Structure Rotation Rotation 1/3 rotate off each year –# of years to be off board before coming back on

Board Structure Officers Officers –President/Chair –Vice President/Vice Chair –Secretary –Treasurer –Others??? –Not all board members need to be officers  5 person board – 2-3 officers  7 person board – 3-4 officers

NRPA Board of Trustees 70 person board 70 person board –36 citizens, 34 profess. –Reps  Regions, branches, at- large 21 person board 21 person board –11 citizens, 10 profess. –At-large reps  Quotas on #’s per state  IL=6 Officers: Chair of the board & vice chair (citizens); president, vice president, past president, president elect (professionals); sec & treasurer for both Terms: 3 years, 2 max.

Example 10 person board, 4 yr terms 10 person board, 4 yr terms –2010 – 2 rotate off –2011 – 3 rotate off –2012 – 2 rotate off –2013 – 3 rotate off Officers Officers –Chair –Vice Chair –Secretary –Treasurer 8 person board, 4 yr terms 8 person board, 4 yr terms –2 rotate on & off each year Officers Officers –Chair –Vice Chair –Secretary/Treasurer

Example 5 person board 5 person board 3 year terms 3 year terms What does the board look like in terms of rotation & officers? What does the board look like in terms of rotation & officers?

Task Establish an advisory board for your organization including: Establish an advisory board for your organization including: –Number of board members –Length of term –Officers –Rotation