1. Building Effective Boards
Who are you?
What is your job?
What are your traits?
Michelle Ammerman
Area Director - Zonta District 12, Area 2

2. Why do we have a board?
Non-profits may be legally required to have a board
Board provides leadership
Advocate and Deliver services
Perform administrative duties
Inspire others to act
Assist with fundraising efforts
Further social movements

3. Mission
Zonta International is a global organization of executives and professionals working together to advance the status of women worldwide through service and advocacy.
Zonta District 12's purpose is to build, develop, and maintain strong clubs through support, leadership and communications in order to further the mission of Zonta International.

4. Board Participation Benefits You
It’s FUN
Personal Satisfaction
Professional Development Opportunities
Learn New Skills
Demonstrate Leadership
Try New things and gain new experiences
Enhance your career
Meet new people and make new connections

5. What is the Role of the Board of Directors
Effective boards are strategically competent. They keep a sharp eye on the future, identify trends in the environment, and formulate responses that position their club for future success.
Boards are like parents: they need to support, encourage and inspire greatness in their “child” if the organization is to survive and thrive.
The board makes the difference between a good nonprofit and a great one, and can even make or break an organization.
Source:

6. Board Responsibilities
Defined by Zonta International By Laws
Defined by Club By Laws
Defined by District Rules

7. Responsibilities of the Board
Monitor and strengthen the club's programs and services. The board's responsibility is to determine which programs are consistent with the organization's mission and to monitor their effectiveness.
Provide proper financial oversight. The board must assist in developing the annual budget and ensuring that proper financial controls are in place.
Ensure adequate resources. One of the board's foremost responsibilities is to provide adequate resources for the club to fulfill its mission.
Ensure legal and ethical integrity and maintain accountability. The board is ultimately responsible for ensuring adherence to legal standards and ethical norms.
Ensure effective organizational planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals.

8. Zonta International By Laws
SECTION 6. Club Board.
(a) How Constituted. Elected officers and directors of the club shall constitute the club board.
(b) Duties. The club board shall have general supervision of the affairs of the club between meetings of the club provided that none of its acts shall conflict with action taken by the club. It may act upon routine questions in carrying out established policies but shall not determine policy, authorize projects and donations, or adopt the budget. It shall perform such duties as are required by the bylaws and rules of procedure of Zonta International. The Zonta Club Manual shall serve as a guideline for club operation.
(c) Meetings. The club board shall hold regular monthly meetings unless otherwise ordered by the board. A majority of the members of the club board shall constitute a quorum.
The club board may transact its business through the use of electronic communication.

9. The Strategically Competent Board
Focuses on identifying or overcoming specific weaknesses of the club during its board meetings.
Is more involved in preparing for the future than in trying to put out today's fires.
Doesn't delay action until an issue becomes urgent or critical.
Periodically reviews club strategies for attaining its long term goals.
Discusses events and trends in the larger environment that may present specific opportunities for the club.
Often discusses where the club should be in five or more years hence.
Spends more than half of its time discussing issues of importance to the club's long range future.
The best boards are “Servant Leaders.”

10. Individual Board Member Duties
Attend board meetings regularly
Become knowledgeable about the organization
Come to board meetings prepared and informed about agenda issues
Contribute to meetings by expressing a point of view
Consider other points of view, make constructive suggestions and help the board make decisions that benefit the organization’s constituencies
Serve on committees
Represent the organization to individuals, the public and other organizations in a positive and professional manner
Support the organization through attendance at special events and activities
Assume board leadership roles when asked
Suggest possible nominees to the board who can make significant contributions to the work of the board and Zonta
Keep the President informed of relevant concerns
Maintain confidentiality of board discussion
Avoid conflict of interest
Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization's annual financial statements.
Source:

11. Club Officers and Directors – ZI By Laws
Officers and Directors. The officers of the club shall be at least a president, vice president, secretary, and treasurer. There shall be at least two (2) directors.
Qualifications. Officers shall have experience in a decision-making capacity. To be eligible for the office of president, a member must have been at some time a member of the club board for at least one (1) year, except in the case of a newly chartered club.
Election. At the election meeting, officers and directors shall be elected by ballot unless there is but one (1) nominee for the office, in which case a voice vote may be taken. A majority vote shall elect. At the option of the club, balloting may be by mail.
Term of Office. The officers and directors shall assume office on 1 June. The officers shall hold office for at least one (1) year or until their successors assume office. An officer or director shall be limited to two (2) consecutive years in the same office with the exception of the treasurer who shall be limited to four (4) consecutive years in the same office. A member who has served more than half a term shall be deemed to have served a full term in that office. At club option a member who has served previously as an officer or director is eligible to serve in the same office again after an intermission.

12. Duties of Officers
President. The president shall preside at all meetings of the club and of the board and shall be the chief executive officer of the club. Subject to approval by the board, the president shall appoint chairmen of standing committees and all other committees except the Nominating Committee. The president shall be ex-officio a member of all committees except the Nominating Committee.
Vice President. The vice president, in the absence or inability of the president, shall perform the duties of the president. The vice president may serve as chairman of a committee and may be assigned other duties by the club board.
Secretary. The secretary shall keep a record of the proceedings of the meetings of the club and of the board, conduct correspondence not specifically assigned to other officers or committees, and perform other duties as assigned by the club board.
Treasurer. The treasurer shall be responsible for the funds of the club and shall administer them in accordance with the approved club budget. The treasurer shall make monthly reports to the board and the club, and be ex-officio a member of the Finance Committee. No later than forty-five (45) days after the term of office ends, the treasurer shall turn all records over to the successor.

13. Board Composition Is your Board diverse? Is your Board qualified?
Does your Board possess a variety of skills and expertise?
Legal expertise
Financial management/accounting expertise
Marketing skills
Fundraising ability
Program expertise specific to the organization
Long-range planning skills
Good communication skills
The ability to lead
The ability to govern
Source:

14. New Board Orientation
When new board members are brought in, it is important to hold board orientation for the new “class” of board members.
By the end of orientation, your new board members should feel a part of the organization and begin to own the mission.
Review the Zonta Mission, Values and Objects
Review Calendars, Agendas, Roles and Responsibilities
Reviews Club History
Establish Clear Expectations
Review By Laws and other pertinent Club Rules and Guidelines
Review current Zonta Initiatives at the International and Local Level
Identify partners at the District Level they can reach out to for assistance

15. New Board Checklist – Discuss and Review
Review the Organization:
The organizational structure
Who we serve
What we do
How we’re financed
Dues
Non-Dues
Membership
Meeting attendance – both full board and committee
Communication – electronic and telephone
Board Meetings
Committees and possible Liaison Assignment
Board Roles and Terms of Office
Legal Liabilities as Board Member
Fundraising
Insurance
Media
Role in the Community
Commitments of time and money
Source:

16. Board Assessment
Boards should self assess and assess their effectiveness through the membership.
Strategic: The board focuses most of its attention on issues and priorities that are vital to enhancing the organization's future.
Contextual: The board's decision making is guided by a clear, shared understanding of the Zonta's mission, objects, and values.
Analytical: The board examines all sides of issues and engages effectively in problem solving.
Political: The board takes the necessary steps to build and maintain good relationships with all stakeholders.
Educational: The board is well informed about the organization and about board member roles and responsibilities.
Interpersonal: The board functions well as a cohesive group and manages conflict appropriately.

17. Developing Talent
Committee work is an excellent proving ground for future board members.
Serving on committees gives members a chance to “try out” an organization to see if they want to become more involved. It also gives the organization an opportunity to see which volunteers are committed, enthusiastic and skilled in the areas needed on the board.
Often committee members can move into board positions after demonstrating their commitment and skills to the organization. They will also be familiar enough with the “corporate personality” to know if serving on the board will be a good fit for them.
Source:

18. Flow of Information Zonta International Board International Director
District 12 Board
Club President
International Director
Zonta International Board
District Committee Chairpersons
Area Director
Club Committee Chairperson

19. How Business is Conducted
Agenda
Roberts Rules of Order
Meeting Minutes
Repository of Documentation

20. Common Board Shortcomings
Not following rules or adhering to standards
Lack of transparency
Failure to communicate
Veering off the mission
Complacency
Misguided motivations
Multiple voices
Micromanaging
Taking sides in disputes
Failure to adhere to laws affecting boards
No self-assessment
Lack of self-improvement

21. Plan – Do – Check - Act Plan the Work your Board needs to do
Do the Work
Check for effectiveness and needed change
Act on what you have discovered

22. Develop a Board Orientation Book
Mission Statement, Vision, Objects
By-Laws – International, Club, Etc.
Required Responsibilities of Board Members by Role
Budget
Board Policies
Electronic Voting rules
Copies of the minutes of Board Meetings for the last year / Club Votes
Copies of the Club Meeting minutes for the last year
Review of financial reports
Establishing goals for the year – Current Plan
List of all board members with addresses and telephone numbers
Calendar of meetings/events for the year

23. Keep a Club Vote Book Living Document with club votes only
Easier to Research than Minutes

24. Some Basic Information
Fiscal Year. The fiscal year of Zonta International shall be from 1 June through 31 May, inclusive.

25. Wrap-up Understand your role Understand your responsibilities
Grow talent from within
Assess your effectiveness
Plan – Do – Check - Act

26. Resources http://www.zonta.org/Portals/0/PDFs/ZI%20Bylaws.pdf
ective%20Board%20of%20Directors-1.pdf
sment/Long%20version%20-%20Improving%20Board%20Effectiveness%20- %20Board%20Self-Assessment%20Survey.pdf
pdf
Minnesota Council of Nonprofits