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Presented by: Frank Nieboer [email protected] Essential Influences The Board governance model The size and complexity of the organization The management style of the staff The skill levels of the Board and staff Essential Partnership Ingredients Complementary roles where work is inter-dependent within a consensus framework, the keys are: Shared vision, mission, values, strategies, outcome expectations Clear roles and responsibilities, executive limitations Effective communications Mutual respect Common Pitfalls Board meddling in operations Lack of clarity around strategies priorities Lack of clear limits and authorities Poor internal and external communications Ineffective Board committees Lack of or dated Board policies Conflicting leadership messages Board Ownership The Strategic Plan The Budget The Bylaws and Board policies Risk Management The Executive Director Policy Governance Board The Board has only one employee, the Executive Director The Executive Director is responsible for the entire staff and operations Policy Governance Board (con’t) The Board formulates the Vision, Mission, Values, Objectives, Strategic Priorities The collective Board and the Executive Director are colleagues Has an effective Committee structure Responsibilities of the Board Ensure the organization meets the needs of the people it serves Develop the strategic plan Financial, budgets, monitoring, liquidity Risk management Hire, evaluate, give authority and resources to the Executive Director Responsibilities of the Board Ensure the financial health of the organization Fundraising(?) Maintain accurate and complete records of all meetings and operations of the Board Establish limits and executive guidelines for contracts and signing authorities Ensure the organizations meets its legal requirements (con’t) Responsibilities of the Board Evaluates its own performance Is effective in its agenda management and its own work plan Provides for Board member orientation, training, and succession, proper skill sets Responsive to its “owners” (con’t) Responsibilities of a Board Member Be active, involved, and participate Be involved in at least one Board committee Know the lines of communication and reporting relationships Actively participate in Board member recruitment Be informed and prepared for all meetings Maintain Board confidentiality Legal Obligations of Board Members Mismanagement Failure to plan, receive reports, manage Self Dealing Cannot receive personal gain! - perception as well as the reality (con’t) Legal Obligations of Board Members Proper Records Know that all legal requirements are met Personal Conduct Register all dissents on the record!!! Financial Obligations of Board Members Boards have a fiduciary responsibility Board members must be familiar with budgets and financial reports Who is authorized to sign cheques, contracts – e.g. executive limitations, banking authorities Ensure proper audit processes are followed Ensure all remittances are made to CRA Executive Director Responsibilities Manages the day-to-day operations Formulates all operational policies Prepares the budget Hires, evaluates, supervises all staff Reports to the Board Implements and reports on the Strategic Plan Is ex-officio, with voice but no vote. on the Board and all committees Board Committees - Purposes Are appointed by the Board to do Board work Formulates Board policies for approval Completes the preliminary work prior to the Board decision A recruitment tool for future Board members May assist in specialized functions Board Committees Core Human Resources Board Development Finance/Audit Others Possible e.g. • Executive • Fund Development • Etc. Board Committees Terms of Reference Name, purpose, reporting Membership, who chairs, how many, how appointed, term of office, staff liaison Work plans Meetings and quorum Budgets Keys for Success Have a shared strategic plan Have clear communication policies Clear and defined Board roles, volunteer roles, staff roles Clear job description for the ED and evaluation process Effective Board Charter and policies Final Food for Thought “Some men lie all men die put it in writing” “Everything that is not permitted is forbidden OR Everything that is not forbidden is permitted”
