Review / Summary

1. Review / Summary INS Board Development October, 2010

2. Trends & Traps • Democracy • Don’t get overly caught up in consensus • Avoidance • Drift or idea hampers • Lack of accountability • Set performance measures at every level • Competitors • Educated incapacity • Too educated to take risk • Structure • Believing that changing structure solves the problem • Behavior changes may precede bylaw changes • Succession planning

3. Board of Directors Must Do’s • Read & interpret financials • Include in Board orientation • Discuss / strategize for the future • Board members come prepared with another‘s point of view • CEO brings a topic or issue with explanation and recommendation • Make decisions • May include topics from earlier conference call • Be prepared to make a decision • Set strategic direction • Determine strategic issues • Determine what success will look like • Delegate tasks as indicated • Delegate to others with the skill sets to accomplish the task

4. Board Responsibilities • Manage delicate issues • Be willing to deal with tricky issues • It’s not “me against you”, it’s “us against the problem” • Set program and strategic plan for • Public policy • Image of the organization • Membership and leadership • Fiscal planning • Structure and governance • Establish a plan to populate the Board • Develop Board recruitment tool kit • Our responsibility is NOT to listen to reports

5. Board Responsibilities, cont • Fiduciary oversite • Approves expenditures – general • Ensures a legal system for accounting and reporting • Provide/ensure transparency • Risk management – managing away from risk • Establish/maintain ethical principles of business • Recuse from a vote if appropriate • Be prepared to solve ethical dilemmas or breach of ethics • Discussion & decision making • Be careful with premature promises • Come prepared to Board meetings • Oversite of operations • Hires, sustains, evaluates, terminates the CEO • The CEO is the Board’s only direct report • Set the strategic direction (annual strategic plan) for the organization

6. Strategic Direction/Planning • A clear responsibility of the Board of Directors • At the March BOD meeting, set Strategic Planning as an agenda item for Oct meeting • At October BOD meeting, establish the strategic plan for the coming fiscal year • Charge CEO/staff to develop the business plan to accomplish the strategic plan for the coming year • The CEO will • Establish and develop the business plan from the Strategic Plan developed by the BOD • Determine the timeline needed for the work to be done & report • Determine the funding necessary to accomplish & report • Provide intermittent progress reports to the BOD

7. Boards of All Business Units • All INS Board of Directors should have the same training and development opportunities • Boards of all business units, (INCC, Gardner, INS) shall have the same BOD development training • Joint planning between INS, INCC, Gardner Foundation Boards

8. President-elect Responsibilities • Attends meetings when the President is unable • NCOE liaison • Chair’s the by-laws committee • Identifies his/her theme • Attends NALA • Other assigned duties at the discretion of the President and job description

9. President’s Responsibilities • Uphold the mission • Sets the tone & example • The primary spokesperson for the organization • Is the “face” of the organization “to the world” for term • Delegates responsibilities and representation to the CEO at the his/her discretion • Chairs meetings, conference calls • Stays ahead of the curve on issues • Has the right to recognition • Has the power of appointment

10. CEO Responsibilities • The CEO is the Board’s Partner • Participates in discussion • Asks good questions • Brings information to the Board • Makes recommendations • Listens to the Board • Brings reports on key issues • Provides additional information • Has no vote

11. CEO Responsibilities, cont • Day to day management of the organization • Fiscal/budget reporting to the BOD • Sustains the legal requirements of the organization • Manages the daily “image” of the organization • Provides info to the Board • Manages all direct reports • VP and staff • CEO has several constituents • President • BOD • Staff • External others • Members

12. CEO Rights • The right to • Clear direction • Set priorities • Reasonable compensation • Hire/fire staff • Ask good questions • A good workplace • Feedback • Respect • Mutual goal setting • Be treated ethically

13. CEO Report • Progress report of goals • Reports • trends in the environment • operations and detail as requested • key staff vacancies or issues • Other key issues that might effect time and resources • Zoning ordinances, lease contracts, critical staff issues

14. CEO Evaluation • Achievements against the previously established goals (established at the prior year’s evaluation) • How did the CEO grow ? • How did the CEO help others grow ? • What are the “keeps and changes?”

15. Board Orientation • A partnership between the President and the CEO • Always involves new Board members & other Board members who wish to attend • CEO will address operations piece • President or delegate will address Board functions

16. Board Evaluation • Several acceptable formats • May be casual conversation with structured input • Honest and constructive • Done collectively with all Board Members in attendance • Take notes

17. Communication Norms • The President should never be surprised • The CEO should never be surprised • Remember courtesy

18. Other Key Notes • Match recognition to those who did the work • It’s ok to get out after getting in • Exercise crucial conversations for committee members who are underperformers • Phase I projects are siloed from Phase II projects • Bad news should not be sandwiched between good news