Board Excellence

1. Board Excellence Amy Coates-Madsen Maryland Nonprofits/Standards of Excellence Institute

3. Sharing Successes • At Your Tables: • Your name • When your organization is at its very best, what does success look like? • How does your Board contribute to this success?

4. Agenda • Characteristics of Excellent Nonprofits • Board Members: Taking Responsibility and Being Accountable • Board Members: Taking Action • Board Operations and Performance Results of ANA State Chapter Self Assessments

5. Goals… Carried out by… Educating Assessing Implementing Accrediting • Strengthening nonprofits • Improving the public’s trust To promote the highest standards of ethics and accountability in nonprofit governance, management and operations, and to facilitate adherence to those standards by all nonprofit organizations. The Institute uses as a vehicle the Standards for Excellence program, a system of nonprofit sector self-regulation originated by Maryland Nonprofits.

6. Standards for Excellence Replication Partners 2015

7. The Standards for Excellence Code

8. Mission, Strategy and Evaluation Mission, Strategy and Evaluation • Mission and Impact • Planning Strategically • Organizational Evaluation • Program Evaluation • Strategic Partnerships

9. Leadership: Board, Staff and Volunteers Leadership and Governance • Governance and Fiduciary Responsibility • Executive Supervision, Performance, and Compensation • Board Effectiveness • Succession Planning and Leadership Development • Board Member Independence • Board Meetings

10. Leadership: Board, Staff and Volunteers Leadership and Operational Management • Executive Function • Supporting the Board • Organizational and Financial Sustainability • Managing Employees and Volunteers • Cultural Competency

11. C/SNAs Frequently Working on Cultural Competency

12. Legal Compliance and Ethics Legal Compliance and Ethics • Maintaining Legal Compliance • Required Public Disclosures • Reporting Misconduct and Whistleblower Protection • Conflicts of Interest • Ethics Code

13. Finance and Operations Finance and Operations • Financial Budgeting, Reporting, and Monitoring • Internal Controls and Financial Policies • Personnel Policies • Administrative Policies • Risk Management and Insurance

14. Resource Development Resource Development • Resource Plan • Sources of Income • Fundraising Activities • Donor Relationships and Privacy • Acceptance of Gifts • Fundraising on Behalf of the Organization

15. Public Awareness, Engagement, and Advocacy Public Awareness, Engagement, and Advocacy • Educating and Engaging the Public • Advancing the Mission through Public Policy • Engaging in Lobbying and Political Activity

16. Board Members Take Responsibility and Are Accountable • Personal • Legal • Political • Fiscal • Resource • Performance • Be informed as to what is expected of you • Commitment and passion for organization • Put organization’s interest ahead of your own • Avoid conflicts of interest • Be informed • Support decisions • Confidentiality • Show up!!!!! • Demonstrate Standard of Care Board Excellence Handbook pages 23-24

17. Case Study

18. What do YOU think? You are on the board of a healthcare organization dedicated to building clinics within public schools in low income areas. In your full time job, you own a company that specializes in construction for healthcare facilities. You often donate supplies and construction services to support the organization on whose board you serve. Other companies in the field in the region also make generous contributions to the cause. Because of your position on the board, you recently learned that the organization will building its 100th clinic and to commemorate this occasion, the organization’s celebrity spokesperson, a hugely popular and well known sports star, is inviting several other sports and movie stars to attend the dedication of the clinic. It is the custom of the organization to place a sign recognizing the firms and individuals who donated services as a backdrop to the stage being used for the clinic dedication.

19. Most C/SNA’s Have Conflict of Interest Policies or are in process

20. Board Members Take Responsibility and Are Accountable • Personal • Legal • Political • Fiscal • Resource • Performance Comply with state and federal law • Knowledge that internal compliance review has been completed • Penalties for not filing 990 • Payroll • Sales taxes • Excess benefit transactions • Compliance with charitable giving law (Disclose It!) • Required Public Disclosures 990/1023/Determination Letter Board Excellence Handbook pages 60-62, 65

21. Board Members Take Responsibility and Are Accountable • Personal • Legal • Political • Fiscal • Resource • Performance • Can lobby, and advocate for the organization and its mission • Be non-partisan (a must) for 501c3s • No endorsement of candidates or parties • No purchasing tickets on behalf of the organization • No special favors to candidates • C/SNA’s may establish PACs consistent with state and federal laws to endorse candidates supportive of organization’s public policy Board Excellence Handbook page 65

22. Board Members Take Responsibility and Are Accountable • Personal • Legal • Political • Fiscal • Resource • Performance • Know financial status and plan for the future • Understand and approve the budget • Review of financials (budgeted vs. actuals) • Understand where it comes from, where it goes, what’s left, and how it was used • Percentages: program, administration, fundraising • Know what’s on the 990 - review before it is submitted • Risk Management • Reviewing all financial policies Board Excellence Handbook pages 33-38, Appendix E

23. Board Members Take Responsibility and Are Accountable • Personal • Legal • Political • Fiscal • Resource • Performance • Identify necessary resources • Create/evaluate/approve resource development plan • Create resource development plan • Clearly identify staff vs. Board responsibilities • Each member gives/gets every year (full participation of Board) • Evaluate sources of income for: • Impact on population • Mission alignment • Feasibility • Associated risk Board Excellence Handbook pages 41-43

24. Board Members Take Responsibility and Are Accountable • Personal • Legal • Political • Fiscal • Resource • Performance • Evaluate programs • Establish and understand board member list of roles and responsibilities • Set Goals • Assess Performance Regularly • Full Board • Individual Board Excellence Handbook pages 48-51, 56-57, Appendix G

25. Setting Expectationsfor Board Members • Mission • Key responsibilities of the full Board • Key responsibilities of individual directors • Time demands • Attendance policies • Financial and resource development • Consequences for non-compliance and enforcement • Developed by the Board or governance committee • Approved by the full Board • Signed or agreed upon by all members Appendix C

26. Room for Growth in Written Expectations for Boards

27. Board Members Take Action • Mission/Vision • Approve Budget • Enact Policy • Recruit/Orient New Board Members • Executive Oversight • Review / revise • Engage in strategic planning • Review program-mission alignment • Insure program evaluation is effective & efficient Board Excellence Handbook pages 30-32, 40

29. Board Members Take Action • Mission/Vision • Approve Budget • Enact Policy • Recruit/Orient New Board Members • Executive Oversight • Reflective • Realistic • Accurate • Commission audits when budget > $500k Board Excellence Handbook pages 34-36

30. Board Members Take Action • Mission/Vision • Approve Budget • Enact Policy • Recruit/Orient New Board Members • Executive Oversight • Conflict of Interest • Personnel, compensation policies • Advocacy • Fundraising, donor privacy • Gift acceptance • Purchasing • Investment • Nominating Board Excellence Handbook pages 39-40, Appendix D

31. Board Members Take Action • Mission/Vision • Approve Budget • Enact Policy • Recruit/Orient New Board Members • Executive Oversight • Nominating • Leadership transition • Cultural competency • Confidentiality and privacy • Communications social media • Crisis disaster planning • Strategic partnerships framework • Whistleblower • Grievance Board Excellence Handbook pages 39-40, Appendix D

32. Board Members Take Action • Mission/ Vision • Approve Budget • Enact Policy • Recruit/Orient New Board Members • Executive Oversight • Be an organizational magnet • Review job descriptions • Term limits • Committed to mission • Possess skills needed to accomplish the mission • Volunteer board members • Inclusiveness Board Excellence Handbook pages 43-47, Appendix C

33. Board Development • Analyze Composition • Include Constituency / Clients • Draw in Expertise • Job Descriptions • Ongoing Education for board members • Board Member Orientation • Handbook, board portal Board Excellence Handbook pages 43-47, Appendix C

34. Room for Growth in Board Recruitment and Development

35. Board Members Take Action • Mission/Vision • Approve Budget • Enact Policy • Recruit/Orient New Board Members • Executive Oversight • Hire • Supervise • Evaluate • Support • Set appropriate compensation • Terminate Board Excellence Handbook pages 53-55

36. Executive Director-Board Relationship Principles of Executive Oversight • Responsibility of the Full Board • Executive Director reports to Board as a Whole • Clear Expectations – In Writing! • Strategic Plan • Budget • Annual Plan • Performance Targets • Focus on Results; Not Process

37. Room for Growth in Supervision of Executive Director

38. Board Chair – Executive Director Relationship • Not a direct reporting relationship • Board Chair (President) is the Chief of the Board • Executive Director is the Chief of the Staff • Board Chair and Executive Director SHARE Responsibility for a productive, engaged Board of Directors

39. Golden Rule for Board Members No single board member can compel resources of the organization outside the board room unless authorized by the Board.

40. Succession Planning • As the Standards for Excellence: An Ethics and Accountability Code for the Nonprofit Sector states: The board, in partnership with the executive, should engage in coordinated succession planning and leadership development to ensure a thorough process for recruiting and developing new board, executive, staff, and volunteer leaders.

41. Succession Planning Why is it important? • 2/3 of all nonprofit executive directors expect to leave their positions within five years. • Board leadership turnover • Ensure continuity and reliability • Strengthens current operations and structure “Daring to Lead 2011: A National Study of Nonprofit Executive Leadership” is available free athttp://www.daringtolead.org.

42. Room for Improvement in Succession Planning in Chapters

43. Succession PlanningHow do we do it? • Organizational Assessment • Knowledge Management • Leadership Development • Planned Departure • Emergency

44. Board Operations & Performance • Governing • Committees • Meetings • Staff vs. Board • Communication channels • Feedback mechanisms Board Excellence Handbook pages 48-50

45. Board Operations & Performance • Governing • Committees • Meetings • Chaired by Board Member • Deliberative bodies of the Board • Draw in external expertise • Committees recommend, Board approves Board Excellence Handbook pages 51-53

46. Board Operations & Performance • Governing • Committees • Meetings • Agenda • Approve Consent Agenda • Minutes • Reports, Presentations • Strategic Thinking Discussions • Topics of Discussion • New Business • Minutes (Official record of corporate business) • Who’s there • Chair • Agenda • Highlights • Decisions • Conflicts of Interest Board Excellence Handbook pages 49-51

47. Roles & Responsibilities • Who Does What? An Exercise

48. Resources • Customization of resource materials for ANA • Dovetail with Standards for Excellence new materials • On-Line Library: NursingWorld • Internal Experts on the Code

49. Presenter Contact Information Amy Coates Madsen Director Standards for Excellence Institute acmadsen@standardsforexcellence.org www.standardsforexcellence.org