COMMUNITY ACTION
GOVERNANCE
Embracing Values and Assuring
Accountability.
Northeast Institute for Quality Community Action
Before We Begin
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Introductions.
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Mobile Devices – Off or Vibrate Please
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Tone Informal – Style Interactive.
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Questions/Comments Always Welcomed.
Goals-Takeaways.
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Create a Shared Understanding of Critical Board
Roles and Responsibilities.
Clarify Community Service Block Grant (CSBG)
Governance Requirements.
ID Characteristics of High Performing Boards
ID Strategies for Improving Board Productivity,
Involvement and Satisfaction.
What is a Nonprofit Agency Board?
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Legally recognized group of individuals
that works collectively to promote a nonprofit
corporation’s mission, protect its assets and
establish policies to guide operations.
Board is responsible for making certain that agency
operations are conducted consistent with its Articles of
Incorporation, Bylaws, Mission, State/Federal
Statutes and Regulations, Contract/Grant Regs.
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“Buck Stops” with the Board!
Why Do People Serve on Boards…Why Am
I Serving on this Board?
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Desire to Help Others (32%)
Share Organization Mission – Values (28%)
Was “Asked” or “Appointed” (12%)
Status or Career Interest (8%)
Other – Filling My Term -Not Sure (20%)
Challenge: CSBG Mandated Tripartite
Representation + Other Funder Mandates (e.g.,
Head Start).
*Harvard Business School Survey of 1,200 Nonprofit Corporation Boards, 2005.
Director “Duties”
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“Duty of Care”…Requires each Director
to act with the care that an ordinary
prudent person would believe reasonable
and appropriate under similar
circumstances.
*Be Adequately Informed (Attendance,
Preparation, and Participation).
*Exercise Independent Judgment.
Director “Duties” (Cont.)
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“Duty of Loyalty”…Requires Directors to
act in good faith and in the sole best
interest of the Corporation (e.g., Maintain
Confidentiality; Disclosure of Conflicts).
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“Duty of Obedience”…Requires
Directors to insure that the Corporation is
operating in compliance with applicable
Laws, Regulations and Professional
Standards.
CSBG-Community Action Board
Special Requirements
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Tripartite Composition: 1/3 Public; At
Least 1/3 Low Income; Remaining Private.
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Size: Board Must Be Divisible by 3.
CSBG Requirements (Cont.)
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Low Income Sector Board Members Must
be “Democratically Selected” to Serve
on the CAA Board.
Tripartite Board Must “Fully Participate
in the Development, Planning,
Implementation and Evaluation of
the Program (s) to Serve Low Income
Communities.”
CSBG Requirements (Cont.)
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Board Must Meet at Least 6 Times During
the Year. (State Dependent)
Advance Notice of Board Meetings
(State Dependent).
Public Notice of Board Meetings (State
Dependent).
Other State Regulatory Requirements (e.g.
Submission of Meeting Minutes to State
Agency).
Other Funder Requirements
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Head Start Program Requirements:
1. Board Member with Financial
Training and Experience.
2. Board Member with Early Childhood
Training and Experience.
3. A Board Member who is an
Attorney.
“To Do” Responsibility Checklist
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Adopt an agency Mission Statement and
refer to it when making strategic decisions.
Select, Annually Evaluate ,Terminate the
agency’s EX. Director & Set/Review
Compensation.
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Develop and maintain an updated, multi-year
Corporate Strategic Plan.
Adopt an Annual Agency Budget and
Maintain Regular Fiscal Oversight.
Evaluate Agency Programs and Services.
Promote Ethical Integrity … Transparency.
“To Do” Responsibility Checklist
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Ensure Adequate and Diverse Financial
Resources are available to support operations
(Fundraising).
Promote Community Understanding –
Support (Marketing/Friend-Raising).
Build and maintain a Diverse, Competent,
and Committed Board of Directors.
Annually Assess – Improve Board
Participation and Productivity.
Growing Demands for
Accountability and Transparency
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Media Publicity …… Corporate Fraud, Corruption,
Mismanagement, Scandals …..”Where was the
XYZ Agency’s Board of Directors?”
Whistleblower Protection Policies/Procedures.
SOX Federal Legislation. Stronger State A.G.
Legislation Regulating Charities/Nonprofits.
New/Stronger FASB and GAAP Accounting,
Reporting and Auditing Standards.
IRS 990 Form Disclosure Requirements.
+ Federal and State Audits of Nonprofits.
CSBG-Center on Excellence National CAA
PERFORMANCE STANDARDS
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58 Federal Mandated CAA Performance
Standards – Annual State Monitoring.
9 Categories of Standards (Governance,
Fiscal, HR, Planning, Leadership, etc.).
“Better” not “Best” Practice Standards
28 (48%) of the 58 Standards Involve
Board Review and/or Action.
Review and Pre-Schedule Actions.
Weak Governance = Strong Risks
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Penalties/Fines/Loss of Funding.
Erosion of Public Confidence – Support.
Fiscal/Leadership Crisis = Increase Risk
of Loss Due to Fraud (Disgruntled Staff).
Low Morale = Poor Customer Service.
Corporate Failure/Dissolution… Possible
Civil or Criminal Litigation.
Characteristics of an Effective
Board
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Shared Understanding of Organizational Values,
Mission and Vision.
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Diversity of Expertise, Experience, Knowledge
and Community Representation.
Maintain Vigilant Risk Assessment and
Mitigation Policies and Practices.
Characteristics (Cont.)
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Understands and Uses an Updated Strategic
Plan and Product Performance
Assessments to Inform Investment
Decisions.
Exhibits a Clear Understanding of the Respective
Roles and Responsibilities of the Board
and the Agency’s ED/CEO. Adoption of
Leadership Succession Plan.
Members are not Shy about Asking Questions….
“Trust but Verify.”
Characteristics (Cont.)
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Behavior Reflects the Highest Standards
of Ethical Conduct. “Tone at the Top.”
Strong and Consistent Member
Attendance, Preparation, and
Participation.
Openness and Respect for the Ideas
and Opinions of Other Members.
Commitment to Regular Self-
Assessment – Improvement.
Board Tune Up
Opportunities?
How do we identify needs and
opportunities for improving Board
effectiveness?
*Complete an Annual Board SelfAssessment with Improvement Plan.
* Conduct Member Exit Interviews.
*Create/Maintain “Open Door” Board
Leader-Member Communication Policy.
*Conduct Best Practice Self-Assessment.
Tune Up Diagnostics
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“So much to do……..So little time!!”
* Disclose/Clarify Time Expectations.
*Review Board deliberation priorities (big
picture focus vs. minutia).
*Utilize “Consent Agenda” Tool.
*Assess Committee Use – effectiveness.
*Advance notices/reports (Email, etc).
*Review Meeting Scheduling/Mgt.
Tune Up Diagnostics
Ability to Conduct Business Delayed or
Compromised by Attendance Issues.
*Clarify Expectations and Responsibilities.
*Enforce Attendance Standard.
*Understand CSBG Election Mandates/Options.
*Proactively and Promptly fill Board Vacancies.
*Use Committee “Farm Team” for Vetting new
Board Prospects.
*Establish Board Term Limits.
*Appropriate Use of Technology (Video/Audio)
Tune Up Diagnosis
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Our Committees’ Don’t Seem as Effective as the
Board Needs Them to be???
*Are They the “Right” Committees (#/Function, etc).
*Committee Consolidation (Governance)?
*Committee “Job Description” .. Roles,
Responsibilities and Expectations Clear?
*Committee Leadership and Member Composition match
Assignments and Commitment Expectations?
*Adequate Agency Staff Support and Assistance?
* Review Meeting Schedules.
*Conduct Annual Performance Assessments?
Tune Up Diagnostics
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“People seem to know so much more than
me….Not sure I can contribute…Feel a little
intimated or, defer as the “Expert” speaks!
*Strong Member Orientation…Mentoring Option.
*Leadership encouragement of inclusion in Board
deliberations.
*Leadership Personal Follow-up with members.
*Information Provided in Advance of Meetings
with contact for questions.
*Establish Member Term limits.
Other “Tune Up” Suggestions
Find ways to keep Organizational
Values, Mission and Work alive for
Board members (Customer Feedback;
Tours; Volunteering)
 Creatively Use Technology to Promote
Participation.
 Consider Using “Dashboard” metrics
to help Board members monitor
performance.
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Thank You!
Visit www.niqca.org for More
Information
Questions or Comments ?