Governance Board Training for the Missouri Charter Public School Association

1. Governance Board Training for the Missouri Charter Public School Association Dan Sise, J.D. Instructor & Community Engagement Manager Nonprofit Management & Leadership Program University of Missouri St. Louis 314-516-6378 sised@umsl.edu Kari McAvoy Partner EMD Consulting Group 314-479-4626 kmcavoy@emdcg.com

2. Training Topics • Committee Structure • Policy Development • Data Dashboards • Media Relations • Sponsor Relations

3. Our Goals • Provide valuable & useable information • Spark discussion • Here • Back at your charter school

4. Committee Structure

5. What does the law say about Committee Structure? • Missouri statutory law covering charter schools: • http://www.moga.mo.gov/statutes/c100-199/1600000400.htm • Missouri statutory law covering nonprofit corporations: • http://www.moga.mo.gov/STATUTES/C355.HTM • Key provision is: http://www.moga.mo.gov/statutes/C300-399/3550000406.HTM, which covers committees of the board…

6. Bylaws – and Committee Structure • Your “operating document” • What should they say about committees? • The key is that your bylaws allow you to have committees, without too much specificity about which ones, how they are constituted, how they operate, etc… • Each Committee should then have a separate policy document that sets out the “rules” for the committee… a committee description…

7. Committee Operations & Structure • Best Practice 1: Mission statement • Committees should have their own mission statement that guides their activities and their goals… • Consider a mission statement for your committee that compliments and aligns with your organization or school’s mission statement – as a guiding principle for the committee…

8. Committee Operations & Structure • Best Practice 2: Committee Organization • Well-crafted agendas • A good committee chair • Preparatory materials distributed ahead of time • Documentation of activity (minutes/meeting summary) • How often does the committee (really) need to meet?

9. Committee Operations & Structure • Best Practice 3: Annual calendar of recurring activities for the committee • Develop a full, and recurring, calendar for your committee for the year (each year) • Not just dates and times (although those are important), but also tasks, benchmarks, and or events that will occur for the committee that year, and possibly every year. • Let’s use the due date for your organization’s 990 (assuming you are a 501(c)(3) organization) as an example… for a “finance committee”

10. Committee Operations & Structure • Best Practice 4: Committee governance and recruitment/approval of new members • The policy document discussed previously should establish how the chair of the committee is chosen… • As for new committee members • How will you/do you cultivate them? • Both the full board of directors and the committee itself should be thinking about cultivating new members • The full board of directors should probably approve all new committee members, even those not on the full board…

11. Policy Development

12. Policy Development What policies do you “have” to have? • What matters to the IRS and its review of tax-exempt organizations? • See the Form 990 as an example; • http://www.irs.gov/pub/irs-pdf/f990.pdf

13. Policy Development • Another way to know what policies will help your organization is to look at the types of matters that are likely to get an organization in trouble, and then develop and use policies that help your organization avoid those types of problems… • For example, I can tell you the types of problems and issues that are likely to get you investigated by the Missouri Attorney General’s office… • See the “Top Ten” list from Assistant Attorney General Bob Carlson… This is a top ten list you don’t want to be on… These are the top ten things most likely to get a nonprofit investigated by the MO Attorney General…

14. Policy Development Top 10 ways to get investigated by MO A.G. • Clear failure to follow mission • Conflicts of interest • Fraud and Embezzlement, failing to respond and prevent • Paying excess compensation • Failing to operate with the needed transparency.

15. Policy Devleopment Top 10 ways to get investigated by MO A.G. (cont’d) • Directors & Senior leadership failing to be sufficiently active • Not filing what you should with government agencies. • Violate fundraising laws. • Misusing your endowment and restricted assets. • Convert from Nonprofit to For-Profit

16. Policy Develpment • So how do you avoid falling into one of these ten categories or matters that are likely to get you investigated by the MO A.G.? – Have a policy that steers you clear of these issues, and then actually follow the policy…! • If it matters to the IRS and the Attorney General, it should matter to you, too… • Even if some of this isn’t directly applicable to your school/organization, these are all still good indicators of best practices and important issues for any organization… and, accordingly, the policies you should have in place to help you comply with these best practices…

17. Policy Development • A roadmap to policy development: • The full board identifies a need for a new policy, or a need for a revision to an existing policy; • The board assigns a “team” for further discuss and draft the new policy • Does this fall to an existing/standing committee, or do you need an “ad hoc” committee? • This team/committee further defines the issue or problem, and gathers necessary information on the issue • It’s always a good idea at this point to ask what are others doing, and what does their policy say? • Good to get sample documents and policies from similar institutions, if they will share with you • Best to include school administrator and/or staff at this point, too • Should you ask for “public comment” at this point? • The team/committee writes a first draft of the policy • After this, be prepared to discuss an present rationale for why and how you came up with this draft • Probably best to stay broad-minded at this point

18. Policy Development • Ask legal counsel and/or some other expert in that area to review the policy at this point • Especially be aware of, and ask about “public notice” requirements at this point… • Bring the policy back to the full board for review and possible approval • Is the content within the scope of the board’s authority? • Does it violate any laws – local, state or federal? • Does it support the school’s goals and objectives? • Is it good educational practice? • Is it good business practice? • Does it adequately cover the whole issue? • Can it realistically be administered? • Do you need any “public comment” on the policy at this point? • Periodically review and revise the policy as needed from this point on

19. Data Dashboards

20. What is a Data Dashboard? Visual performance measurement tool Focuses attention on strategic objectives, the important stuff Is a good predictor of problems Dashboard and Balanced Scorecard: • Not interchangeable • Both are useful

21. Examples • Epworth Children & Family Services • Presented with express approval of Kevin Drollinger, Executive Director • Board Engagement Balanced Scorecard • Through August 2012 • 2012 Balanced Scorecard – 1st Quarter Update

22. See handout for full example

23. Notable about Epworth Board Engagement Scorecard • That the agency tracks board engagement • Defined milestones; two yellow categories • Real scoring

24. See handout for full example

25. Notable about Epworth Scorecard • Real scoring • Milestones aren’t time sensitive – expect to get better over time • Refers to background scorecards – that committees monitor • Active & accountable committees • Knowledgeable, engaged board

26. Sample Dashboard Target level

27. How to Develop Your Dashboard • Determine data points • Define & document how data will be collected/scored • Create format • Determine when/who will populate • Determine when to distribute to board

28. Brainstorm List of Items for Charter School 1. 2. 3. 4. 5.

29. Suggestions Remember: • Dual role: nfp & school • Board doesn’t operate things, management does Board needs to know when to act A dashboard should be meaningful to board and management, or it shouldn’t be done

30. Media Relations

31. Disclaimer • St. Louis has a number of very good consultants that do media training, reputation management, strategic communications…(and I’m not one of them) • This is basic and high level, could do full 90 min training on this (someone else could, not me) With that said, I’m perfectly qualified to talk in general about a board’s role in interaction with the media.

32. Basic Tenets • One spokesperson • Preparation before speaking to the media • Stick to planned message • Communication with remainder of board/staff

33. Q: Who is the spokesperson? A: Depends. Normal times - goal is to achieve positive coverage Spokesperson – staff Crisis - goal is to protect organization while responding to the community’s request for information Spokesperson – board

34. Educare Example Good:

35. Educare Example • Everything else the board said was BAD

36. More Bad

37. More Bad

38. Dan Sise, J.D. Instructor & Community Engagement Manager Nonprofit Management & Leadership Program University of Missouri St. Louis 314-516-6378 sised@umsl.edu Kari McAvoy Partner EMD Consulting Group 314-479-4626 kmcavoy@emdcg.com