Board Roles & Responsibilities Moving toward a more strategic and effective board

2. Board Roles & Responsibilities Moving toward a more strategic and effective board Marv Nelson SCTE SVP, Strategic Initiatives

3. Agenda The Role of a Board The Role of a Board Member What is a Strategic Board Board / Committee Structure Role of Parliamentary Procedure

4. The Role of a Board

5. What is a Board? The board of directors is the governing body responsible for the ultimate direction of the organization

6. Legal Responsibilities Fiduciary Responsibility

7. Gotchas Personal Liability Risk Apparent Authority Antitrust

8. Board Models Advisory Board model Patron model Co-operative model Management Team model Policy Board model

9. The Role of aBoard Member

10. Qualities of a GOOD Board Member Integrity Open mind Competence Sense of humor Enthusiasm

11. Attributes NOT Desired Johnny-one-note Devil’s advocate Authority figure Off-the-wall artist Board hopper Taken from Welcome to the Board, by Fisher Howe

12. Responsibilities of a Board Member Attendance Mission Finances Program oversight and support Board effectiveness

13. Board Management Develop a list of specific qualities that should be contained collectively within the board Use elections to fill upcoming voids Do a periodic self-evaluation of board performance

14. What is a Strategic Board?

15. Strategic Planning

16. The Strategic Plan answers: What are we doing today as a chapter that we need to be doing different in the future to sustain success? What are we not doing today that we need to be doing in the future to sustain success?

17. Ponder This If you say, “I’ll start on my big project after I get my desk all clean,” not only do you rarely get your desk clean, but afterward you’re no longer fresh and focused for your big project. Key questions: What’s on the agenda? What should be on the agenda? What are “Big Rocks”?

18. Characteristics of a Strategic Board Right sizing of the Board Strategic vs. Tactical What’s on your agenda? Reports vs. discussion Priority-based order of business Use of the Consent agenda

19. Board / Committee Structure

20. Value of Committees PROs Can improve efficiency Reduce frequency or time of board meetings CONs Arbitrarily establishing committees is a recipe for disaster Committee structure must be tied to priorities of the board Must have definitive goals and timelines

21. Committee Types and Alternatives Standing Committees Ad-hoc Committees Advisory Councils Consider using a “Zero-based” approach to committee formation

22. Role of Parliamentary Procedure

23. Reason for Parliamentary Procedure “Parliamentary procedure is not intended to intimidate anyone or stifle debate. Rather, its goal is to enable deliberative bodies to practice good governance. It ensures that the will of the majority is established and the voice of the minority is protected.” (Leigh Wintz, Soroptimist International of the Americas)

24. Reason for Parliamentary Procedure Don’t let it get in the way Unnecessary motions Unneeded seconds Unclear motions Ineffective use of time

25. Key Questions

26. Final Exam How is your board doing in carrying out their fiduciary responsibilities? What are you and your peer board members contributing to the board? How are you ensuring that the road you are on is the correct one? Are you leveraging the full value of the board members on your board? Have you made plans to implement an idea or concept you heard today?

27. Last Thoughts