1. Presented by: BoardSource Building Effective Nonprofit Boards

2. Relevant Experience:  Senior Governance Consultant and Director of Consulting, BoardSource  Associate General Counsel, State Nonprofit Association  Foundation Program Officer  Practicing Attorney  Board Member

3.  Enables organizations to fulfill their missions by helping them build effective boards  Resource for practical information, tools, and best practices, as well as training and leadership development for board members of nonprofit organizations  Formerly National Center for Nonprofit Boards

4.  What the board is responsible for and how to accomplish it  The three “duties” of board members  Practices to become strategically focused and engaged as a board

5. I. Board Governance Roles A.Setting Organizational Direction B.Ensuring Necessary Resources C.Providing Oversight II.Individual Duties III. Leading Trends & Exceptional Practices

6. 1. Bright people using common sense and doing what comes naturally 2. Steering, controlling, and influencing from a position of authority 3. Playing a leading role in continuously answering: (1) Where are we headed? (2) What should we be now and in the near future? (3) How well is our organization performing? 4. All of the above 5. 2 & 3 above

7. A. Setting Organizational Direction B. Ensuring Necessary Resources C. Providing Oversight

8.  Developing and maintaining a focus on:  Mission  Vision  Values  Strategic Thinking and Planning

9. 1. What goals must we achieve, and what strategies should we choose in order to meet these needs? 2. How are the next five years likely to be different? 3. What changes do we need to make now to adjust?

10. Identify resources needed: 1.Capable staff leadership 2.Adequate financial resources 3.Positive public image Determine how board members will participate in resource development.

11. 1. From seeking comrades to finding colleagues 2. From constituting boards in large numbers to right-sizing to ensure effectiveness 3. From recruiting based on personal relationships to recruiting selectively based on skills and influence as they relate to strategic focus and direction 4. Informal orientation to formal orientation 5. From no term limits to term limits

12. Identify Cultivate Recruit Orient Involve Educate Rotate Evaluate Celebrate

13.  Define the mission and plan for the future  See that there is a development plan and monitor its progress  Create development policies  Participate

14.  Financial -- establish budget guidelines and oversee financial management; risk management  Program -- plan, monitor and evaluate  Fiduciary oversight -- compliance, values, conflicts of interest, transparency and accountability

15.  Establish budget guidelines  Oversee financial management  Ensure that the necessary financial policies are in place  On a regular basis, review financial statements, understand what they say, and ask questions to ensure accurate understanding  Review audit report and take action as needed Page 11

17.  Strategic information that will assist the board in its governance roles  Proposals for policy changes  Identification of issues that need board attention  No surprises

18.  Timely and clear decisions  Board members who are informed and prepared  Mutual accountability  No micro-managing  A board that speaks with one voice  No surprises

19.  Duty of Care - use the same care that an ordinarily prudent volunteer would exercise in a like position  Duty of Loyalty – undivided allegiance when making decisions  Duty of Obedience – follow the law and your mission

20. 1. Constructive Partnership 2. Mission Driven 3. Strategic Thinking 4. Culture of Inquiry 5. Independent-Mindedness 5. Ethos of Transparency 7. Compliance with Integrity 8. Sustaining Resources 9. Results-Oriented 10. Intentional Board Practices 11. Continuous Learning 12. Revitalization

21. STRUCTURE + MEETINGS  Board structure and Size  Committees and task forces  Agendas

22.  Receiving and reviewing vast amounts of information to receiving targeted and strategic information related to key issues  Preparing agendas which reflect past activities to preparing highly structured agendas to address key organizational strategies  Meeting on a monthly basis to focus on key strategic issues to meeting less often and on a more ad-hoc basis

23.  Agendas focus on strategic issues rather than on administrative detail or listening to reports  Consent agendas covering routine issues  Background information distributed in advance  Regular use of board meeting evaluations  Clearly stated objectives for each meeting  Regular use of executive sessions (unless prohibited by state “sunshine” laws)

24.  Board members are prepared  Information is presented clearly  Board members have opportunities for asking questions and discussing issues on the agenda  The chair keeps the board on task  Decisions are made and understood

25.  What, how much, why, when  Minutes  Content and format  Reports  From committees, CEO  Background materials for discussion  Educational materials

26.  Use of technology for information dissemination, discussion, and routine decisions  Written guidelines for how and when to use e-mail for board business  Seek clarification or additional information as needed before the board meeting

27.  Making decisions as a committee of the whole to organizing effective committee structures to recommend policy to the board  Focus on standing committees to increasing use of task forces and ad hoc committees

28.  Need a clear charter: What is each group responsible for achieving? By what time?  Understand basic role: Advisory to the board or carrying out an organizational task? Accountable to whom?  Report appropriately to the board: in writing, stating purpose of the report.

29.  Executive Committee: Severely limit its use or eliminate  Establish a Governance Committee  Year-round attention to board development  Try a zero-based committee structure  Periodically consider the organization’s strategic needs and adjust committee and task force structure accordingly

31. Never doubt that a small group of thoughtful, committed people can change the world. Indeed, it is the only thing that ever has.” Margaret Mead

32. 1828 L Street, NW Suite 900 Washington, DC 20036-5104 Phone (202) 452-6262 Web site: www.boardsource.org