1. Basic Board Governance Dan Clark Paul Lachapelle

2. Effective Boards Three Themes – Value of engaged members – Strong leadership – Good process When these areas are working well, a positive dynamic is created. Any one area challenged, it affects the other areas and can stall or lead to ineffectiveness.

3. Research Says..... Policies and procedure in place Effective planning for the future Consensus-based decision making Shared leadership Engage member participation Anticipate and manage change

4. Balancing Act Task Environment Maintenance Making Decisions Making Plans Solving Problems Achieving Goals Relationships Process Positive Climate Addressing Needs Developing Cohesion Context of Organization/Community Understand – Analyze – Balance – React - Adapt

5. Legal Obligation Duty of Care – Exercising your best judgment when making decisions Duty of Loyalty – Putting aside your personal and professional interests for the good of the organization Duty of Obedience – Ensuring that the foundation stays true to its mission and purpose

6. Collective Responsibilities of the Board Setting Direction Ensuring the Necessary Resources Providing Oversight

7. Setting Direction Articulate the foundation’s mission, vision and values and understand and support its objectives Setting policies for the operations and practices of the foundation Determine and overseeing the grantmaking strategy Establish a “donor development” strategy

8. Ensuring the necessary resources – Hiring and supporting the Chief Executive – Developing a strong, effective board – Ensuring adequate financial resources – Putting forth a positive image of the foundation in the community

9. Providing Oversight Serving as fiduciary stewards by monitoring financial performance. Defining measures of success and monitoring the foundation’s programs and activities. Guaranteeing accountability and ensuring legal and ethical standards and compliance. Evaluating the chief executive. Engaging in continuous board self-assessment.

10. What will make me a better board member? Active Participation Keeping Informed Upholding your Foundation‘s Ethics and Values Supporting the Foundation in Every Way You Can

11. Active Participation Attending meetings and events. Serving on committees, carrying out assignments and scouting for prospective donors and board members.

12. Keeping Informed Getting to know and thoroughly understanding your foundation’s missions, financial outlook, grantmaking areas and other goals and objectives. Preparing for board and committee meetings. Staying abreast of related issues in your community and in the field of philanthropy so that you bring meaningful input to the board.

13. Upholding your Foundation‘s Ethics and Values Following the conflict-of-interest and confidentiality policies set by the board. Make sure you are acting for the good of the foundation in all things having to do with the foundations finances.

14. Supporting the Foundation in Every Way You Can Represent the foundation in the community; what you do and say reflects on its mission, values, and effectiveness. Becoming comfortable speaking to the public about your foundation’s mission and goals. Taking a leadership role within the foundation’s boardroom Keeping your ear to the ground for feedback on foundation activities

15. 7 Common Traps 1.Letting Private Interests Influence Public Decisions 2.Lacking Direction and Purpose 3.Filling Seats with the Usual Suspects 4.Making Decision Outside of the Meeting 5.Getting Stuck in Conflict 6.Boring Business as Usual 7.Losing Control of the Group

16. Private vs. Public Home/Friends Belonging Alike/Closed/Closeness/ Loyalty Opinion/One Person/ Spontaneous Self-Esteem/ Unconditional Acceptance Community/Work/City Problem Solving Diverse/Open/Recognition/ Accountable Deliberative Judgment Collaborative/Strategic Problems Solved/ Public Creation Place, Goal, Characteristics, Decision-making, Outcomes

17. Trap 2 – Lacking Direction and Purpose Focus on purpose and results – Ensure the committee is meeting the need of why it was formed and is able to identify success Set shared vision and goals – Collective sense of what is important and why Inform new committee members – Build familiarity with the committee’s purpose and goals

18. Trap 3 – Filling Seats with the Usual Suspects Committees that are most effective take care to recruit members wisely: – Recruit members with diverse perspectives – Seek representation from multiple sectors – Use the right approach to recruit members

19. What does your community look like? Senior Citizens School/Educators Faith Community Business Long Time Residents Service Groups Elected Officials Youth New Comers

20. Recruit Members with Diverse Perspectives Those committees with different perspectives, ideas and abilities have a potential advantage – Background – Culture – History – Religion – Ethnicity – Skills – Gender – Ages – Physical ability – Employment background

21. Seek Representation from Multiple Sectors Agriculture Arts & Culture Banking Business Chamber of Commerce Civic Organizations Faith Community Youth Health Care Law Enforcement Local Government Media Natural Resources Senior Citizens Technology

22. Trap 4 – Making Decisions Outside of the Meeting Recognize Typical Group Decision-Making Tensions Decide How to Decide Set-up Information and Communication Systems

23. Group Decision-Making Tensions Dialogue – Explore and understand the many sides and angles of a complex issue – Use divergent thinking methods – Generate many options and new ideas Deliberate – Use convergent thinking methods – Sort and narrow the options – Determine final set of options or choices

24. Typical Group Decision-Making Dynamics The “Groan Zone” New Topic Decision Point Divergent ThinkingConvergent Thinking Typical Options Atypical Options Adapted from: Kaner, S. Facilitators guide to participatory decision-making (1996)

25. Decide How to Decide When a decision needs to be made, what will be the process? – Consensus, Consultation, Majority Vote, Thumbs Once decisions are made, are they final? – Is there an opportunity to reconsider? Rules Who is responsible for handling problems/ conflicts? Does anyone have authority to delegate, appoint or make decision on behalf of the committee?

26. Decision Making Methods Majority Vote (50% + 1) Absolute Consensus (unanimous agreement) Modified Consensus (agree with decision) Consultative (advisory to decision-maker) Consultative Consensus (input represents the consensus)

27. Formal Action Information/Presentation/Report Question/Answer Public Input Motion Discussion/Debate Act

28. Fist to Five Fist: No way, I’ll block it One finger: I don’t agree, but I won’t block it Two fingers: I don’t agree, but I’ll work for it Three finger: I’m neutral Four finger: It’s a good idea, I’ll work for it Five fingers: It’s a great idea, I’ll lead – What will it take to move your vote to neutral or supportive? – What would be a more acceptable proposal?

29. By-laws Resolution (if created by local government) Purpose (defined in 501c(3) documents) Ground Rules Governance Structure (Executive Board) Membership Quorum Abandonment of Office/Duty Decision-making Authority (as individuals and as a group) Decision-making Process Policy Making Authority

30. Questions?