Introduction to Board Governance
November 12, 2015
Deborah Levy, MSW
Executive Services and Nonprofit Consulting
[email protected]
415.847.4040
DeborahLevyConsulting.org
Board Member
Responsibilities
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Board Member Responsibilities
 Hires and evaluates the CEO
 Attends board meetings
 Serves on a minimum of one committee
 Donates annually and assists with fundraising
 Understands legal
responsibilities
 Helps develop strategic
plan
 Lends expertise
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LEGAL DUTIES OF NONPROFIT BOARD
MEMBERS IN CALIFORNIA
• Duty of Care
• Duty of Loyalty
• Duty of Obedience
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Duty of Care
• Attendance at board meetings
• Informed about key organizational activities
• Understands and is informed about
management of finances
• Informed when making
decisions
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Duty of Loyalty
• Acting in good faith
• Allegiance to the purpose
• Best interests of org must
prevail over personal
interests
(Conflict of Interest Policy)
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Duty of Obedience
• Follow organization’s bylaws
and articles of incorporation
• Ensure that funds are being
used for lawful purposes
• Compliance with all local, state
and federal laws
(Directors and Officers Liability Insurance)
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Dual Roles of Board Members
Role confusion: Governance vs. Support
• Board as a body directs the CEO, makes policy
decisions, votes
• Board members do not have final say when:
Volunteering
Providing pro bono services
Fund raising
Advocating
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Great Boards vs. Individual Members
• Board members cultivate the Board as a
distinct entity
• The Board is different from
Board members.
• The Board directs the
organization via chief executive
• Individual board members do not direct staff,
except when authorized to do so
• The Board regularly evaluates itself
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Role of Board and Staff
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Trend toward blurring of roles
Moving to more collaborative leadership
Joint work on committees
More sharing of strategic work
Maintain fiduciary responsibility
Must have clarity on which
decisions made by board and which by CEO
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Role of Staff in Fulfilling Board Goals
• Board (and staff) sets goals and looks to
outcomes
• Staff may choose a road that individual board
members wouldn’t
• Board should only provide alternative
recommendations to CEO
Board and staff develop goals
Staff chooses approach to reach goals
Board measures outcomes
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Role of CEO
• Partners with Chair and board members
• Facilitates interaction among board members
• Responsible for keeping board members
aware of current trends.
• Ensures a structure for board development
Board orientation
Committee goals
Job descriptions
Strategic planning
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“Never doubt that a small group of thoughtful,
concerned citizens can change the world. Indeed
it is the only thing that ever has."
Margaret Mead
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Governance as Leadership: Reframing
the Work of Boards
Fiduciary
Strategic
Generative
From Governance as Leadership, Richard Chait, et.al
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FIDUCIARY
An individual in whom another has placed the
utmost trust and confidence to manage and
protect property or money. The relationship
wherein one person has an obligation to act for
another's benefit.
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Governance as Leadership: Reframing
the Work of Boards
Strategic
Major decisions about resources, programs and
services. Determines priorities, gauges
community response, what is
our future.
Generative
Board engages in deeper inquiry, exploring root
causes, values, optional courses and new ideas.
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How to Keep Your
Board Involved
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Orientation of Board Members
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Essential to agency success
Handbook plus training meeting
History
Elevator speech
Key issues facing board
Reading financial statements
Consider a buddy system
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Effective Meetings
Govern More, Manage Less
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Use consent agenda
Use written reports as way to stay up-to-date
Link agenda to strategic goals and budget
Pay attention to matters of policy and strategy
Shared responsibility to stick to
the issues at hand
• Leave time for in-depth discussions
• Make it congenial – snacks, humor
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Role of Committees
• Make recommendations to full board on
strategic planning or development of policies
• Support and monitor CEO in
meeting annual goals
• Committees should only do
staff functions if requested by staff
• Committees should not duplicate efforts of
staff.
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Committees of the Board
• Standing committees are named in bylaws
• Can have other standing or can use ad hoc
committees to meet current challenges
• Each committee should
have a written description
• Non-board members can
serve on committees
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Committees of the Board (cont’d)
• Board members should chair committees
• Committees should consist of at least three
members to provide enough capacity and
diversity of thought to complete the tasks
assigned
• Annual Goals for each committee
should be approved by the Board
and CEO
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Strategic Planning
• Allows for planning best approaches to
implementing mission
• Strategic Plan allows for everyone to be on
same page
• Process should include board
and staff with input from all staff
• CEO drives process but Board
must own final plan
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Fund Raising Role
• Critical role of board members to assure
adequate funding for Agency
• All board members should be expected to
contribute to agency (100% board giving)
• Give or get – not all board
members have resources but can
help in other ways
• Recruitment of others in position
to give is essential
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Fundraising Role
• 77% of respondents indicated a desire to
improve board fundraising, but…
– Just 21% set individual board fundraising goals
– Just 38% provided fundraising training
– Only 16% reported having
individual board members
receive formal feedback on their
performance at a regular interval
Source: McKinsey survey of social service agencies
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Evaluation of CEO
• One of most important board roles
• Usually done by Executive
Committee with feedback from
full board
• CEO should have goals to
measure against
• Feedback should be straightforward
• Salary recommendations and completed
evaluation should go to full board
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ATTRIBUTES OF AN EFFECTIVE
BOARD MEMBER
• Passion for the mission
• Strategic and futuristic thinker
• Able to work with other
members to create workable
compromises
• Independent thinker; makes decisions
based on own best judgment
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ATTRIBUTES OF AN EFFECTIVE
BOARD MEMBER (cont’d)
• Awareness of need to set goals
• Ability to embrace differences in opinions,
listen and work toward solutions
• Possess skills that match the
organization’s needs
• Supports board decisions,
even when disagrees with
majority
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“Never doubt that a small group of thoughtful,
concerned citizens can change the world. Indeed
it is the only thing that ever has."
Margaret Mead
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References
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Becoming an Effective Nonprofit Board, The Bridgespan Group, www.bridgespan.org
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The Dynamic Board: Lessons from High-Performing Nonprofits, McKinsey and Company
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Dynamic Directors, Dynamic Nonprofit Boards, Center for Nonprofit and Public Leadership, Haas School of
Business, Berkeley
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The Five Habits of High-Performing Boards, Aug 01, 2013, Leading Resources, Inc., Management
Consulting
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Governance as Leadership: Reframing the Work of Nonprofit Boards, Richard P. Chait, William P. Ryan,
Barbara E. Taylor; John Wiley & Sons, Publisher
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Governing Boards, Cyril O. Houle, BoardSource , www.boardsource.org
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7 important qualities of board members, The NonProfit Times, July 3, 2012
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What Every Nonprofit Board Member Should Know, Robert A. Wexler, September, 2010, Adler and Colvin
Law Firm, www.adlercolvin.com
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