Presentation Transcript

1. University of Notre DAMEBuilding High Performing Boardsprepared for U.S. Hispanic Chamber of Commerce

   Roxanne Spillett RoxanneSpillett@gmail.com
2. “Effective governance by a board of trustees is a relatively rare and unnatural act.”
3. A great board is a victory, not a gift.
4. What Makes Great Board Great?
5. It starts with a vision.
6. The Evolution of a Board FROM: A Mediocre Board TO: BEST Board Well meaning, care about the mission Missed meetings; lack of preparation; little dialogue; few questions; Consistent unanimous votes Give but do not get Affluence, but little influence or access; 3-5 degrees of separation Passive, but will respond to requests for help Read prepared reports Everyone looking and thinking the same Passionate advocatesof mission and organization Good attendance, well prepared; good dialogue; many questions and generative thoughts Not all votes unanimous. Give and get. Influence, affluence, access willing to use it; 1-2 degrees of separation Active, engaged, willing to take on leadership roles and make a difference Created their own reports Increasing diversity of backgrounds and ideas
7. What is your vision?
8. What are your thoughts about evolving your board? FROM: TO: Where is your board? What is your vision?
9. The Elements of a Great Board
10. Many Issues: One Answer Poor Attendance No ownership Micro-managers Won’t fundraise Difficulty recruiting the right people Little influence, affluence, access Difficult board chairman Lack of diversity Lack of engagement Boring board meetings No successor to chair Rubber stamp board Misinformed
11. What Makes Great Boards Great? The Board Executive Partnership Fundamentals Duties of Boards Roles/Responsibilities Structure The Right People Qualities Knowledge Skills Modes of Governing Fiduciary Strategic Generative Culture of Boards Social System Group Dynamics Trust Respect Candor
12. The FundamentalsLegal DutiesRoles and ResponsibilitiesStructure
13. Legal Duties
14. Legal Duties of Board Members Duty of Care Using Your Best Judgment Duty of Loyalty Putting Personal and Professional Interests Aside Duty of Obedience Being true mission and governing laws
15. Duty of Care Requires board members to be informed and exercise independent judgment Attend meetings Read materials Participate in assigned committees Have adequate, understandable information Ask questions Retain experts where needed Understand finances
16. Duty of Loyalty Requires board members to exercise in good faith and in best interest of the organization. No use of board position for personal advantage – individual, family, business or other non profits. Avoid conflicts of interest. No self dealing unless there is full disclosure to the board and the transaction is clearly in the best interest of the organization. Maintain confidentiality.
17. Duty of Obedience Requires board members devote themselves to furthering the organization mission, and comply with federal, state, local laws; and bylaws. Compliance with all regulatory/reporting requirements Examination of all documents that govern the organization Requires that board members do not deviate from the mission.
18. Roles and Responsibilities
19. Roles of Non Profit Boards Trusteeship Safeguarding and managing the resources and being accountable to the community Planning Determining where the organization is going to assure its viability to the community Policy Establish guidelines for operations, service, programs, budget Funding Assuring adequate resources to carry out the work of the organization
20. Board Responsibilities Select ceo, support, review performance Recruit/orient/assess board members. Determine mission and purpose. Strategic thinking/planning. Raise adequate resources. Manage resources effectively. Set policy. Assure sustainable public trust.
21. Individual Board Member Responsibilities Attend meetings. Review written materials. Contribute expertise. Serve on committee(s). Make a financial contribution. Participate in the identification, cultivation, solicitation and stewardship of donors. Inform others about the organization. Identify potential board members . Follow policies.
22. Structure
23. Size of Boards Small enough to act as a deliberative body. Large enough to carry out necessary responsibilities. Uneven in number. Divisible by length of term
24. Recommended Tenure Long enough for continuity of policies and practices. Short enough to secure new points of view. Defined/overlapping terms. Term limitations
25. What is a Committee? A committee is a group of unwilling chosen by the uninformed to accomplish the impossible.
26. Committees Conduct Meaningful Work Introduce ideas, issues, recommendations. Investigate/clarify policies. Use special talents of board members. Carry out functions that do not require the full board Involve board members in a concrete way. Train board members for positions of responsibilities.
27. Committees Executive Board Governance and Engagement* Human Resources & Compensation* Finance (and Investment)* Audit Resource Development* Marketing Government Relations Strategic Planning*
28. Reflections
29. The Right People
30. The Board Governance and Engagement Committee Owns the Board Development Cycle Works in partnership with the ceo Not just about nominations it is about: Assuring the right talent on the board Engaging the board in meaningful ways Recruiting for Influence, Affluence, Access Building future board leadership Continually evolving the board
31. 1Identify 2Cultivate 9Celebrate 3Recruit 8Evaluate 7Rotate 5Activate 6Educate The Board Development Cycle 4 Orient
32. Step 1: Identify Needs Assess current board make-up Consider diversity Identify missing talent/skill to meet organization’s goals Influence, affluence and access ONE Degree of Separation
33. Board Prospects: Not Your Usual Suspects
34. Step 2: Cultivate Cultivate prospective members by : informing them of activities getting them involved arranging a site visit involving them in a special event
35. Step 3: Recruit Describe expectations and responsibilities to prospects and elicit their interest in serving.
36. Step 4: Orient Provide an orientation about your organization including: on site visits conversations with staff, clients and community leaders review duties, roles, responsibilities and requirements of board members
37. Step 5: Activate Discover interests and talents Involve in appropriate Committee(s) Appoint to appropriate Task Force Special Assignments
38. Step 6: Educate Provide ongoing information regarding the organization, its programs, issues, trends, resources, milestones, etc. The vision, goals and outcomes you seek to achieve Visit local sites, meet staff.
39. Step 7: Rotate Consider board’s needs as well as members’ performance and developmental needs in changing or removing members from assignments.
40. Step 8: Evaluate Assess performance of individual members and the board as a whole. Can be self evaluation, peer evaluation or committee evaluation Identify areas of improvement. Consider term limits
41. Step 9: Recognize Recognize victories and progress. Show appreciation of contributions of board members. Authenticity
42. Reflections
43. The Right Culture
44. A Climate of Trust, Candor and Respect Share relevant information with board members in time for them to read and digest. Rotate board members through committees so they spend time getting to know others Work to eliminate polarizing factions. Create a virtuous cycle of respect, trust and candor.
45. A Culture that Allows Open Dissent Don’t look to punish/ostracize dissenters Dissent is NOT the same thing as disloyalty Use dissent as an opportunity to learn Probe silent board members for their opinions Okay for vote not to be unanimous
46. Governing Modes .
47. Three Modes of Governing Generative Mode Strategic Mode Fiduciary Mode
48. Modes of Governing Fiduciary Stewardship of tangible assets Faithful to mission Accountable for performance Compliant with laws and regulations Strategic Develop strategy with management Set priorities Deploy resources to support strategy Generative Frame problems Make sense out of ambiguous situations Identify new ways of looking at situations
49. Reflections
50. Executive/BoardPartnership
51. The Working Expectation Board leads--tells staff what to do? Staff leads –tells board what to do? Partnership – work together, each contributing expertise?
52. It’s a Partnership Board is authorized by the state and supporters Executive is authorized by the board. BUT… A board executive partnership is negotiated and developed, with mutual respect for each others roles and responsibilities.
53. Board Staff Partnership A designed, not a haphazard relationship Common expectations Cooperative planning Open, honest communication Mutual respect Mutual evaluation
54. Clarity Clarity of Roles Clarity of Goals Division of Responsibilities Attention to a working relationship Face to face meetings Designated times Identify important matters by ceo
55. Key Roles of Board Chairman Build board participation. Acquire and communicate information. Evaluate performance of the ceo Delegate responsibilities. Raise funds. Be visible in the community. Advocate for the organization. Bring out the best thinking of the board
56. A Board Centric Executive Demonstrates respect /consideration for board members Helps board work together in a culture of respect/candor . Understands needs/talents of each board member; enables them to use talents, satisfy needs, make things happen Envisions change and innovation with the board; engages the board in finding better ways to do things. Provides relevant, sufficient, and timely information for the board . No surprises. Initiates and works with board to develop right structure. Promotes/reinforces (with Board chairman) roles and expectations of board members – attendance, giving, etc.
57. Evaluation of CEO Conducted by chairman and other members of the board. Based on predetermined, agreed upon performance goals. Open, honest exchange. Discussion of professional development needs and opportunities. .
58. Board Roles In Key Areas Board Role in Fundraising Board Role in Human Resource Development Board Role in Startegy
59. What Makes Great Boards Great? The Board Executive Partnership Fundamentals Duties of Boards Roles/Responsibilities Structure The Right People Qualities Knowledge Skills Modes of Governing Fiduciary Strategic Generative Culture of Boards Social System Group Dynamics Trust Respect Candor
60. What is your vision?
61. Where Do You Go From Here? FROM: TO: .
62. What is Your Action Plan ? Organize your thoughts. Be clear about the vision. Know what needs to be done. Who will be your partner(s)? How will you approach them? What is your strategy for bringing the board along? Who will own the strategy? What is your time line?
63. Remember: A great board is a victory, not a gift. And you can lead the way.