1. AMY NISENSON, CONSULTANT AND EXECUTIVE DIRECTOR, THE MARY MORTON PARSONS FOUNDATION ART WORKS FOR VIRGINIA CONFERENCE JANUARY 27TH BUILDING THE BOARD YOU NEED FOR THE ORGANIZATION YOU SEEK

2. Purpose of today’s workshop… © 2013 BoardSource To gain a clearer understanding of roles and responsibilities of nonprofit boards, board service, and individual board members. Exposure to the nine steps to finding, recruiting, and engaging nonprofit board members How to strategically build and effective board Identify ways to improve the composition and effectiveness of your board Increase interest in building your board

3. Overview: Roles and Responsibilities of… © 2013 BoardSource The Board Setting Organizational Direction Ensuring Necessary Resources Providing Oversight Individual Board Members Duty of care Duty of loyalty Duty of obedience Ambassadors for the Organization Volunteers for the Organization

4. Board Role 1: Set Organizational Direction © 2013 BoardSource Developing and maintaining a focus on mission Philosophical and strategic (long-term) planning Not necessarily tactical (annual) planning

5. Board Role 2: Ensure Resources © 2013 BoardSource Identify resources needed Establish policies for how these resources will be acquired Determine how board members will participate in resource development

6. Board Role 2: Ensure Human Resources © 2013 BoardSource Selection of Chief Executive Support of Chief Executive Evaluating Chief Executive

7. Board Role 2: Ensure Adequate Financial Resources © 2013 BoardSource The full board participates in various ways: - Contribute financially - Help develop a fundraising plan - Support the organization’s solicitation efforts It is always the board’s responsibility to ensure adequate resources for the organization to remain financially viable

8. Board Role 2: Ensure Resources with a Positive Public Image © 2013 BoardSource Accurate image and positive reputation will influence organizational resources Success depends on external relationships Board needs to ascertain that stakeholders are kept informed

9. Board Role 3: Provide Oversight © 2013 BoardSource Program Financial Risk management Legal and moral oversight Evaluation of Chief Executive

10. Board-Chief Executive Partnership © 2013 BoardSource Key relationship with inherent tension, even when it’s a positive relationship, since: - Both parties do governance. - Intersection of governance and management. - Board oversees chief executive’s work.

11. Responsibilities of Individual Board Members © 2013 BoardSource Actively Participate Be Informed Promote the Organization Safeguard Ethics and Values

12. Three “Hats” Board Members Wear © 2013 BoardSource Legal Hat - Duty of Care - Duty of Loyalty - Duty of Obedience Ambassador Hat Volunteer Hat

13. Governance Committee © 2013 BoardSource Lead board recruitment, orientation, and education efforts Encourage ongoing board development Help clarify board roles and responsibilities Assess board effectiveness Ensure board leadership, including succession planning and nominations

14. The Board Building Cycle © 2013 BoardSource Identify Cultivate Recruit Orient Involve Educat e Evaluate Rotate Celebrate !

15. Step 1: IDENTIFY Board Needs © 2013 BoardSource Skills, knowledge, perspectives, and connections for strategic planning Board needs assessment Identify sources of board members with the desired characteristics

16. Step 2: CULTIVATE Potential Leaders © 2013 BoardSource Ask current board members, senior staff, and others to suggest potential candidates with needed characteristics Invite these candidates to connect with the organization Get them interested in your organization, and keep them informed

17. Step 3: RECRUIT Prospects © 2013 BoardSource Describe why a prospective board member is wanted and needed Explain expectations and responsibilities and don’t minimize requirements Invite questions, elicit their interest, and find out of if they would be prepared to serve Recruit a diverse board

18. Keeping Your Board Engaged © 2013 BoardSource Identify ways to improve the level of engagement of your board Increase interest in active participation by your board members Be thoughtful and patient…board members need to be engaged at their own pace

19. Step 4: ORIENT New Members © 2013 BoardSource To the board: Committee structure Board member responsibilities List of board members and key staff Bylaws Recent minutes To the organization: History Programs Pressing issues Finances Facilities Structure (organization chart)

20. Step 5: INVOLVE © 2013 BoardSource Discover board member interests and availability Involve them in committees or task forces Assign them a board “buddy” Solicit feedback Hold everyone accountable Express appreciation

21. Step 6: EDUCATE © 2013 BoardSource Provide information on mission and services— ”mission moment” Explore issues facing the organization Hold retreats and encourage board development activities by sending board members to seminars and workshops Don’t hide difficulties

22. Step 7: EVALUATE Board © 2013 BoardSource Evaluate the board as a whole, as well as individual board members - Engage the board in assessing its own performance - Encourage individual self-assessment Examine how the board and chief executive work as a team

23. Step 8: ROTATE Board Members © 2013 BoardSource Establish term limits (and enforce them!) Do not automatically re-elect; consider the board’s needs and the member’s performance Explore the advisability of resigning with members who are not active Develop new leadership

24. Step 9: CELEBRATE! © 2013 BoardSource Recognize victories and progress – even small ones Celebrate accomplishments Appreciate individual contributions – to the board, the organization, and the community Make room for humor and a good laugh

25. Board Member Renewal Common Board Challenges… © 2013 BoardSource Waning attendance Inactive committees Poor percentage of board giving Rubber stamping Chief executive turnove r

26. How do you ensure a great board? apnconsulting2015 Find the right people Select persons to serve as chair who are good listeners/leaders/learners Put rules and performance expectations in place Monitor, question, evaluate, and act ALWAYS in the best interest of the organization

27. Our Goal – More Effective Boards and Board Members! apnconsulting2015 Dysfunctional Functional Responsible dramatic disengagement, conflict of no real consequence compliant anticipates, plans, sees opportunities Unconscious Conscious Enlightened Exceptional

28. Unique challenges that might be present with an arts organization apnconsultingfeb2013 DAILY MANAGEMENT Arts organizations often separate daily management from artistic leadership (performing arts usually)—both report to Board o Artistic director—content and quality of performances o Managing director—responsible for operations and viability

29. Unique challenges that might be present with an arts organization apnconsultingfeb2013 OVERSIGHT Board’s must assure o Balance between fiscal health and creativity o Facilitating potential differences of opinion and style—2 directors o Determine level of involvement in overseeing both sides of the operations o Assessing overall performance and determining who is accountable for what

30. Unique challenges that might be present with an arts organization apnconsultingfeb2013 BOARD SIZE AND MAKEUP Size of Board is sometimes larger than average due to fundraising and personal giving expectations Individual board members and the value they bring versus “thickness of their wallets Board diversity—role of musicians, actors, or other performers in relatio to board composition

31. Engaged Board Members Attend Managed Meetings apnconsulting2015 What is a managed meeting… Thoughtfully prepared agendas that provide time for meaningful discussion Executive sessions Consent agendas Use of Dashboards

32. Executive Sessions apnconsulting2015 Board meets in private Are typically used when: - Substantial barriers exist to board member public candidness - Need time and work before making something public Can be effective additions to normal board meetings

33. Consent Agenda apnconsulting2015 Written set of proposals that requires board action but not discussion/debate (e.g., minutes, dates of meetings) Circulate to board in advance During meeting, remove any issues that the board would like to discuss Board votes approval of amended agenda and moves on to critical issues

34. Dashboards apnconsulting2015 Present succinct, easily readable performance indicators Provides early warning indicators One- to two-page document with graphs, charts, tables, or columns - and limited text. Incorporate in board meetings

35. apnconsulting2015 Graphic Dashboard

36. PUT TOGETHER A BOARD DEVELOPMENT PLAN To ensure your most effective board, your organization should have a good board development plan: Start with a Active Governance Committee Recruitment Cultivation Orientation Review by-laws Provides on-going board education Board assessments Keep former board members informed apnconsulting2015

37. EFFECTIVE BOARDS Understand their role and duties Are actively engaged in work of governance Accept accountability for their individual performance and the performance of the organization A high performing board is an effective board… apnconsulting2015

38. Has a culture of accountability and engagement Spends time discussing strategic issues and the duties of care and loyalty There is active and vigorous board discussion, debate and questioning There is an open culture of cooperation and transparency A high performing board… apnconsulting2015

39. Questions on any topics… apnconsultingfeb2013

40. Thanks for attending… © 2013 BoardSource Amy’s contact info--- Amy Nisenson (804) 307-4653 amy.nisenson@gmail.com