Being an Effective Board

1. Being an Effective Board Presented by the Nonprofit Services Division of 3fold Communications

2. Today’s Discussion: • The Law • Your 4 Duties, as defined by the IRS and others you should fear • The Work • Fiscal Steward • Brand Ambassador • The Culture • Role of the Board Chair and Staff • Cultivation of Prospective Board Members • Role of Committees

3. The Law - #1 Duty Duty of Obedience Obedience to your organization’s central purposes must guide all decisions. The Board must ensure that your organization operates within the law (IRS, State of CA) and in compliance with its Bylaws and policies.

4. Examples of Duty of Obedience: Ensure audited or professionally reviewed financials. Ensure federal and state tax returns are filed accurately and on time. Develop policies to support professional handling of funds; maintain standard accounting principles.

5. The Law - #2 Duty Duty of Care Board members must exercise care in all dealings with the organization and its interests. This includes financial oversight; reading of meeting minutes and all other material provided by staff or board members about the organization; and paying attention to issues that are of concern or interest to the organization.

6. Examples of Duty of Care: Prepared for Board meetings. Demonstrate a working knowledge of the organization. Demonstrate prudent and fiscally responsible oversight. Ensure that meeting minutes are accurately taken and stored in an easily retrievable manner.

7. The Law - #3 Duty Duty of Loyalty Board members must avoid any conflicts of interest, as well as the appearance of conflicts of interest. This includes personal conflicts of interest as well as conflicts with other organizations to which a Board member is connected.

8. Examples of Duty of Loyalty: Sign a duty statement and a conflict of interest statement. Disclose all other nonprofit affiliations and be clear what allegiance to this organization means. Articulate how loyalty is demonstrated specifically in terms of fundraising, especially if they serve on more than one board.

9. The Law - #4 Duty Duty of Transparency It is the Board’s obligation to ensure that the organization is appropriately transparent in its operations. At minimum, this means the timely filing of IRS Form 990 and other appropriate informational and tax returns that are required to be made public.

10. Examples of Duty of Transparency: In addition to returns filed appropriately, make financial and policy records available for members of the public to review. Make it easy for grantors to find your financial data, either online or upon request (e.g., ensure that your most recent 990 is posted to GuideStar, CA Cultural Data Project, on your organizational website). Produce an annual report, or make available the type of information normally included in an annual report.

11. Other Policies from the Board: Media Policy – who in the organization is charged with talking to media on behalf of the organization? Are staff trained on how to answer media inquiries via phone or visit to office? Crisis Communications Policy – what is the plan for how “bad news” is communicated to staff, funders, stakeholders? How is your media policy incorporated into a crisis communications plan? What about collaborative projects? Social Media Policies – the new frontier…

12. Creating policies so that social media works

13. More social media realities

14. Some other policies to consider: • Work with staff to create policy statements that advance the mission and protect the organization, such as: • Branding & Communications Style Guide • Privacy (from client specific to use of mailing lists) • Audit Compliance-related Policies (as identified by auditor) • Sponsor and other funder recognition protocol • Fundraising

15. The Work Your purpose: To ensure the sustainability of your organization; and to ensure the relevancy of the organization to the community it serves. 2 main ways you do this – by serving as: Fiscal Steward Brand Ambassador

16. The Work • Fiscal Steward • Ensure adequate resources (“give, get”) • Hire, support and evaluate the Executive Director • Ensure the 4 duties are adhered to, and maintain accountability

17. Ensuring adequate resources: • Fundraising • Development committee • Open doors / make introductions • Accompany staff on cultivation visits • Donate money • Ask others to donate money • Budget Development, Analysis, Management • Finance committee • Understand financials • Policies that support the ED’s management of resources

18. Emerging Best Practices: • Board Dues • Budget line item for marketing expenses • Supports the Board’s brand ambassadorship activities • The 1,000-Point Board Scorecard • Quantifying value of Board activities • Structured framework for Board leadership • 3-Year Staggered Board Terms • One-third cycling off per year

19. Supporting the Executive Director: Old adage: “Eyes on, hands off unless invited” Know the difference between your role and that of the ED. For instance: You don’t supervise any other staff (think ex parte communications) It’s not your job to micro manage in any way (the color of the napkins is not your concern)

20. What’s fair to expect from staff: Timely reports in advance of Board meetings Sharing good news fast, and bad news even faster (ED) Being responsive to Board member requests Being even more responsive to donor, sponsor, funder requests Respect of the volunteer role of Board members

21. The Work • Brand Ambassador • Advance the mission of the organization in the community • Enhance the organization’s public image • Recruit, orient and support new Board members pursuant to your Bylaws and other polices

22. The Work • Brand Ambassador – Tools to do your job: • Carry with you at all times, and make available to contacts: • Business cards • Organizational information • What else?

23. The Work – you should know: A brief introductory statement about the organization (your 30-second elevator speech). How many people you serve, where, and how. A recent success story you can use to illustrate the relevance of your organization. How the person you’re talking to can support the organization.

24. Doing good work for the organization looks like: Participate on a Committee of the Board Attend Board meetings regularly Be accountable

25. Doing good work for the organization looks like: Talk about the organization Identify people who should / could support the organization

26. The Culture What Needs to be Determined: Board Meeting Protocol – formal or informal (e.g., RRO, Consent Calendar); pre- and post-meeting documentation and follow-up Board Meeting Schedule – frequency of meetings / exact day, date, time Expectations of Staff – in the preparation of meetings, follow-up

27. Board Committees – to be or not to be? • #1 – Be in compliance with your Bylaws, or change them to be in compliance with reality. • #2 – Understand the difference between standing and ad hoc committees / non-board member involvement. • #3 – What’s the conventional wisdom of committees? • Strong leadership = more successful committees • Only have enough committees to be efficient • Start by filling your board

28. Filling the Board – Be Strategic! Executive Committee – positions, responsibilities Terms of Office – and how they affect board leadership Annual Board Retreats Recognition of Board Members Nominations process – strategic considerations

29. Your Board Binder Should Include: • Duty Statements for Board Members • Job Description, Membership Agreement, Fact Sheet • Other Forms • Financial Commitment • Confidentiality • Conflict of Interest • Prospective Board Members: Questions, Board Commitment • Board Orientation Checklist, Board Manual • Committee Structure, Board and Staff Responsibilities

30. Important Distinction: The role of the Board of Directors as a body is to oversee and protect the interests of the public, which provides funds for the organization’s activities. The role of individual Board members is to support the mission of the organization and the staff’s efforts to carry out the mission.

31. If you remember nothing else… The long term success of the organization relies on strong board leadership. Staff executes on the mission. The Board sets the strategic vision, and ensures the resources to pursue it. Make the organization your primary charitable effort while you serve on its Board.