1. New Mexico Housing Summit
Board Governance
Josh Allison
Sheehan & Sheehan, P.A.
New Mexico Housing Summit
September 21, 2016

2. Board Governance
Understand the Complexities of Non-Profit Board Governance;
Learn How to Keep your Current Members Engaged and Productive, while…
They Fulfill Their Varied Responsibilities.

3. Who is here…
Board Members
Executive/Management Staff
Non-Profit Organizations
Housing Authorities
Other…

4. Goals
Overview of Directors & Officers Obligations
Discuss Potential Issues
Learn How to Avoid Potential Problems
Strategies on Keeping Board Members Engaged

5. Director & Officer Obligations
Authorities that Govern Your Organization
How was the organization created?
What laws govern its operations?
What are its governing documents?
How are decisions made?

6. Director & Officer Obligations
2. Understand the Hierarchy of Laws & Policies
Constitutional limitations on actions?
Statutory limitations on authority?
Bylaws?
Board Resolutions?
What authority is delegated to staff?

7. Director & Officer Obligations
3. Duty of Care: “Ordinary Prudent Person”
Business Judgment Rule
Actual Knowledge Cannot be Ignored
Board Members Can Rely on:
Competent Officers & Employees
Competent Professional Advisors
Other Board Members and Committees

8. Director & Officer Obligations
4. Fiduciary Duties: No “self-dealing”
Someone who owes a duty of good faith, loyalty, due care, and disclosure
Someone who is required to act for the benefit of another.
Someone who must exercise a high standard of care in managing another’s money or property. Black’s Law Dictionary (10th Ed., 2014)

9. Director & Officer Obligations
5. Conflicts of Interest
NM Governmental Conduct Act
NM Non-Profit Corporations Act
NM Business Corporations Act
Bylaws & Policies
Code of Conduct

10. Director & Officer Obligations
Limitations on Liability & Indemnity
NM Non-Profit Corporations Act
Bylaws
Common Law

11. Keeping Members Engaged
Board Members as Fiduciaries
Board Members as Authority Figures
Board Members as Policymakers
Board Members as Fundraisers

12. Keeping Members Engaged
Diversity & Membership
Strategic Planning & Policies Updates Annually
Projects and Activities – Involvement in Work
Advocacy Efforts & Outreach

13. WARNINGS
The “Ombudsperson”
The “Micromanager”
The “Mouthpiece”
The “Renegade”
The “Opportunist”

14. WARNINGS, CONTINUED
The “Hunter” a/k/a the “Bachelor” or “Bachelorette”
“Abbie Hoffman”
The “Yeti” or the “Loch Ness Monster”
Others…

15. Random Thoughts…
Insurance Issues
Number of Board Members & Size of Board
Staff Interaction with Board Members
Committees
Meeting Times, Lengths, Agendas

16. More Random Thoughts…
Preserving Non-Profit Status
Media Attention & Defamation
Conflicts Among Board Members
Finally, when to let the Board know that something bad has happened…

17. Questions & Further Discussion…