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Boards

Boards. Board Titles. Board of Directors Mainly in the commercial sector & non-profit sector Board of Trustees Mainly in the public sector Park Commissioners Mainly in the public sector Advisory Councils All sectors. 3 Types of Boards. Independent Semi-Independent Advisory.

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Boards

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  1. Boards

  2. Board Titles • Board of Directors • Mainly in the commercial sector & non-profit sector • Board of Trustees • Mainly in the public sector • Park Commissioners • Mainly in the public sector • Advisory Councils • All sectors

  3. 3 Types of Boards • Independent • Semi-Independent • Advisory 3.2 million boards in the U.S.

  4. Independent Board • In all 3 sectors • Strongest type of board • Ultimate authority • Commercial - shareholders • 3 basic authorities…

  5. Independent Board • 3 basic authorities… • Policy setting • Set policy to guide operations • Be involved in policy setting & not daily operations

  6. Independent Board • 3 basic authorities… • Decision making • Provide sound financial management • Adopt a budget, raise funds, ultimate fiscal responsibilities • Public independent boards (park districts) can assess taxes; advise & council top management • Hold property title • Select capable & effective CEO

  7. Independent Board • 3 basic authorities… • Oversight • Programs, operations, etc. • To advise & counsel management • Oversee CEO

  8. Semi-Independent Board • Public agencies only • Appointed…usually by City Council or mayor Difference between city mgr, mayor, & strong mayor?

  9. Semi-Independent Board • Strong mayor – council • Elected mayor has administrative control over city • Mayor has power to… • Hire & fire department heads • Act as CEO • Prepare & present budget • Council… • Acts as the legislative body • Approves actions of mayor • NYC, LA, Bloomington, IN

  10. Semi-Independent Board • City manager – council • Hire a professional city manager to run city • CM has responsibilities of the strong mayor but isn’t elected • Can have an elected mayor to: • Preside over council meetings • Serve as spokesperson for the community • Assist council in decision making and policy setting • Found in B-N, Charlotte, Las Vegas

  11. Semi-Independent Board • Authority: • Operating policies • General administration practices • Depends on an independent board for ultimate authority & approval and allocation of funds • CEO may answer to the board or mayor/city manager

  12. Advisory Boards • Prominent in npo & public agencies • May serve an entire population, neighborhood, special interest • Examples • CU Special Recreation Advisory Board • RPA Advisory Council • Teen Boards • EDP, IU, NRPA

  13. Advisory Boards • May be elected or appointed • May be given limited powers • Manage its own affairs • Raise $$ for special projects • No final authority or responsibility

  14. Advisory Boards • Functions • Sounding board for community & staff • Do studies & special projects & make recommendations • Opportunities for citizen involvement • Advocacy when needed • EDP

  15. Corporate Advisory Boards • Panel of experts • From other corporations • Have specific expertises • Modest retainer fees • No legal responsibility • Review strategic plans, marketing plans, special issues

  16. Becoming a Board Member

  17. How to Become a Brd Member • Independent – elected • Market/Commercial sector • Nominating committee makes nominations • Elected by members/shareholders • Public Sector • Petition to run for election • Nonprofit Sector • Nominating committee • Vote of membership or… • Self perpetuating – vote of the board • Time, treasures, talent

  18. How to Become a Brd Member • Semi-independent – appointed • Public – interviews, political appointments • Advisory • Appointed • Some self-perpetuating

  19. Fiduciary Duties All boards

  20. Fiduciary Duties • Do what is best for the org. • Loyalty to the org • Avoid conflicts of interest • T-shirt bids, land development, auditing firm • Investing corp. funds in own company • Act in good faith & with honesty • Use good judgment • Obedience • Follow laws, bylaws, statutes, charters

  21. Operating Procedures • Bylaws • Outlines basic legislative procedures • Each board member is responsible for knowing the bylaws • Includes: • Board membership rules • Board leadership info • Voting rights (ie. proxy, quorum) • Meeting requirements • How often, how notice is given • How to amend bylaws

  22. Operating Procedures • Board Meetings • Agendas • List every item to be presented • No surprises, unless an emergency • Add to agenda at the beginning of the meeting • Agendas & materials arrive 5-10 days in advance • Minutes from previous meetings • Study materials • Agenda topics….

  23. Workout Company Board of Directors 2/05/13, Noon, 123 E. 4th Street Board Meeting Agenda • Call to order • Roll call of members present • Reading and approval of minutes • Officers’ reports • President • Vice President • CEO • Committee reports • Finance • Membership • Old business • New business • Announcements • Adjournment

  24. Operating Procedures • Board Meetings • Minutes • Legal documents • Open meetings act – public only • Advanced meeting announcements • Meetings open to the public • Meeting defined as a majority of the board members • Closed sessions

  25. Board Structure • Length of term • 3-5 years • # of board members • 5-7 • Composition of board • Geographic, diversity, skill sets

  26. Board Structure • Rotation • @ 1/3 rotate off each year • # of years to be off board before coming back on

  27. Board Structure • Officers • President/Chair • Vice President/Vice Chair • Secretary • Treasurer • Others??? • Not all board members need to be officers • 5 person board – 2-3 officers • 7 person board – 3-4 officers

  28. 70 person board 36 citizens, 34 profess. Reps Regions, branches, at-large 21 person board 11 citizens, 10 profess. At-large reps Quotas on #’s per state IL=6 NRPA Board of Trustees Officers: Chair of the board & vice chair (citizens); president, vice president, past president, president elect (professionals); sec & treasurer for both Terms: 3 years, 2 max.

  29. Example • 10 person board, 4 yr terms • 2010 – 2 rotate off • 2011 – 3 rotate off • 2012 – 2 rotate off • 2013 – 3 rotate off • Officers • Chair • Vice Chair • Secretary • Treasurer • 8 person board, 4 yr terms • 2 rotate on & off each year • Officers • Chair • Vice Chair • Secretary/Treasurer

  30. Example • 5 person board • 3 year terms • What does the board look like in terms of rotation & officers?

  31. Task • Establish an advisory board for your organization including: • Number of board members • Length of term • Officers • Rotation

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