The document provides an orientation for new board members of AENC, covering topics such as the scope and purpose of the board, the organization's mission/vision, governance structure, financial responsibilities, committees, meetings, and obligations of board service. It discusses the roles of officers including the president, president-elect, and secretary/treasurer. It also outlines responsibilities of board members and provides practical tips for effective board participation and leadership.
3. Ground Rules
Relax and be comfortable.
Listen so that your leadership year will be as
effective and powerful as possible.
Ask questions as they arise.
Think in terms of your role as a director;
responsible for the well-being and future of
this organization.
4. Scope of Association Profession -
Nationally
Associations employ more than 1.6M –
1.2% of the private sector works for an
association
Associations account for $263B in
spending related to meetings
Associations generate a payroll of over
$47B
We’re glad you’re serving on this board!
5. Purpose of Board Orientation
To share key information about the
organization.
To focus on the strategic direction, mission
and goals of the organization.
To encourage questions and to explore
opportunities for the organization.
To manage risks associated with leadership.
6. The Vision Statement
Association Management will be widely
recognized as an esteemed profession that
improves the lives of North Carolina citizens.
7. The Mission Statement
To advance the field of Association
Management by providing networking and
professional development, while increasing
the recognition of the Association community.
8. About AENC – Board of Directors
Board of Directors: 16-17 board members
Officer positions include: President, President-Elect,
Secretary/ Treasurer, and Immediate Past
President, each of whom serves a one (1) year term.
Director positions include: 5-7 elected Association
Management members who shall serve staggered
terms of three (3) years, so that two (2) directors
shall rotate off the board each year and four (4)
elected Affiliate members who shall serve staggered
terms of two (2) years. The Executive Director
serves as an ex-officio non-voting member.
9. About AENC - Office Operations
Hours of operation
Meeting the staff and their roles
Phones, addresses, website, etc.
The publications
How to enroll members
10. About AENC - Staff
Staff
Jim Thompson, CAE, IOM, Executive Director
Lynn Peeler, Member Services Manager
Jovita Mask, Events & Sales Manager
11. Organizational Chart
AENC Board of Directors
Executive Committee
Annual Meeting Committee Executive
Finance Committee Director
Recognition Task Force
Nominating Committee
Staff
Professional Long Term Viability
Development/Networking Golf Outing Committee
Professional Development Committee Trade Show Committee
Scholarship and Awards Committee Membership Committee
Silent Auction Committee
12. About AENC - Membership
Membership Statistics (June 2012)
Association Management 359
Affiliate 311
Retired/Life 14
TOTAL 684
13. About AENC - Finance
Fiscal Year
September 1, 2012-August 31, 2013
Total Yearly Revenue (2011-12 Budgeted)
$482,275
Total Yearly Expenses (2010-11 Budgeted)
$446,225
14. About AENC - Finance
11-12 Budgeted Revenue
14% 2% 1%
26%
22%
6%
4%
25%
G&A Charlotte Trade Show Golf Outing Scholarships Membership Publications Professional Development
15. About AENC - Finance
2011-12 Budgeted Expenses
10%
21% 44%
8%
3% 4% 1%
9%
G&A Charlotte Trade Show Golf Outing Scholarships Membership Publications Professional Development
16. About AENC - Key Indicators
AENC - Key Indicators
Year to Date Previous Year to Date Annual Budget
$120,000.00
$100,000.00
$80,000.00
Net Rev $60,000.00
$40,000.00
$20,000.00
$-
Trade Show Golf Membership Pubs PD Overall
Departments
May 2012 Financials Year to Date Previous Year to Date Annual Budget
Trade Show $ 62,641.03 $ 76,777.70 $ 81,725.00
Golf $ 13,834.76 $ 14,128.36 $ 11,550.00
Membership $ 97,002.00 $ 102,808.00 $ 82,750.00
Pubs $ 40,923.00 $ 19,895.00 $ 14,295.00
PD $ 5,365.00 $ 12,330.00 $ 13,475.00
Overall $ 35,646.76 $ 57,064.32 $ 36,050.00
17. The Tools of Governance
Bylaws
Articles of Incorporation
Policies
Strategic Plan
Budget for Current Year
18. Board Responsibilities
Determine and understand the
organization’s mission and purposes.
Select the chief executive officer (CEO).
Support the CEO and assess his or her
performance.
Ensure organizational planning and goal
setting.
19. Board Responsibilities
Manage the organization’s resources.
Determine, monitor and strengthen
programs and services for members-
constituents.
Promote the organization’s image.
20. Board Responsibilities
Ensure legal and ethical integrity in the
organization.
Help recruit new leaders.
Assess and measure organizational
performance.
21. The Board - Staff Relationship
Two Elements, One Team
Board focuses on governance; being
visionaries; strategically moving forward.
Staff manages the day to day operations.
Consider it a partnership, alliance,
collaboration between board and staff to
achieve the goals of the organization.
Avoid micromanagement.
22. Practical Steps for Bd. Service
There are practical steps that make make
board service more effective and the
outcomes more rewarding.
These are the practical aspects of serving.
The board should discuss and add other
common sense tips for effective board work
in the year ahead.
23. Practical Steps for Bd. Service
Attend all board meetings.
Start and end meetings on time.
Study and understand the mission
statement, bylaws, policies and goals.
Prepare for meetings by reviewing the
agenda and supporting documents.
Treat information and discussions as
“confidential.”
24. Practical Steps for Bd. Service
Promote the organization to others.
Recruit future leaders.
Stay current on issues and trend.
Get involved in committee work.
Refrain from going around the CEO and
making special requests of the staff.
Readily communicate with the office for
needed information and assistance.
25. Officers
The officers have special duties described in
the bylaws.
In many associations, the officers make up
an “Executive Committee.”
Both aspects are described herein.
26. Role of the President
Serves as chief elected officer of the
organization.
Presides over all meetings or designates a
person to do so.
Interfaces with the chief staff officer
(executive director).
Leads performance reviews of (1) board
and (2) chief staff officer.
Appoints committees in accordance with
bylaws.
27. Role of the President-Elect
Serves in the absence of the president.
Serves as plan champion for Professional
Development.
Performs such duties as identified in the
bylaws or assigned by the president.
28. Role of the Secretary/Treasurer
Oversees the custody of all corporate
records, except financial records.
Monitors the accuracy and timely distribution
of meeting minutes.
Oversees all funds and financial records.
Prepares an annual budget for approval,
along with staff
Performs such duties as identified in the
bylaws or assigned by the president.
29. Role of the Immediate Past President
Adds continuity to the board, especially
during transition.
Assists the elected president as needed.
Chairs the nominating committee.
30. Executive Committee
Meets to conduct business between board
meetings.
Authorized by the bylaws and restricted by
established policies and precedents.
Allows important business to be conducted
as issues arise with short notice.
Includes officers and one at-large association
director.
31. Financial Responsibilities
The board should carefully review all financial
reports.
The treasurer should prepare and propose an
annual budget.
The treasurer, with staff assistance, will
present a financial report for the previous
period, at each meeting.
An annual review/audit should be performed
by an independent accountant.
32. Committees
Most organization’s utilize committees.
They help the board get work done.
They identify potential leaders.
They serve as a way to segment and serve
the interests of subgroups of members.
33. Committees
Standing
Executive Committee
Nominating
Special
Professional Development
Scholarship and Awards
34. Committees
Special Cont’d
Membership
Silent Auction
Golf Outing
Trade Show
Annual Meeting
Legislative Reception
Recognition Task Force
35. Board Meetings
The Preparation
Notice and materials will be distributed well in
advance of meetings.
Review the agenda to determine how you should
prepare for the discussions.
Prepare any written reports and provide to staff in
advance of the meeting.
Whenever possible, formulate and ask your
questions before the meeting.
36. Board Meetings
The Agenda
The agenda is prepared with the input of the chief
elected officer, staff, with consideration of current
issues, member needs and pending business.
If you have input for the agenda, be sure to
provide it to the chief elected officer, or staff, well
in advance of the meeting.
37. Board Meetings
Minutes
Minutes are a legal record of the meetings.
They are not a record of side conversations or a
reminder document for leaders and staff.
No audio recordings should be maintained once
the minutes are approved.
The minutes are to be approved at the next
convened meeting of the board.
38. Board Meetings
The Rules of Order
Procedural rules are used to maintain order at
meetings.
All persons must be recognized by the chair
before speaking.
Time limits may be set on certain topics.
Learn the basics of rules of order to be sure
motions and procedures are understood to your
benefit.
39. Recruiting Leaders
A responsibility of board members is to
identify future leaders.
The nominating committee plays a key role,
but so does every board member.
Training programs encourage and help
recruit leaders.
Committees and chapters may be a source of
future leaders.
40. Risk Management
There is risk associated with board service.
Insurance is one way to minimize risks.
Consider a Risk Management Strategy to
protect the organization.
The Volunteer Immunity Act may not cover all
risks associated with the organization.
41. Risk Management
Evaluate the activities of the organization that
cause risk; for example:
Do you hold conferences in an area frequently
targeted by hurricanes?
Do you serve liquor at meetings?
Do you discuss prices or factors that may violate
antitrust laws?
Can you reduce the risks or insure against
claims?
42. Risk Management
Antitrust Avoidance
Have an antitrust avoidance statement on file.
Let legal counsel review activities, minutes.
Apparent Authority
Committees may not usurp the authority of the chief
elected volunteer.
Policy to restrict stationery for staff and chief elected
officer use only.
IRS Issues
Unrelated Business Income Tax
Public request for tax returns.
43. Board Obligations
Duty of Care
Good business judgment at all times.
Due diligence in decision making.
Duty of Loyalty
Avoid conflicts of interest.
Duty of Obedience
Faithful to the mission and goals.
Follow the governing documents.
44. Thank You for Serving!
The board experience should be a positive
one.
The board is the caretaker of the
organization.
The board speaks as a whole, no board
member should have more input or
authority than others.
Always ask questions as they arise.
Thank you for serving on the board!
45. More Information
Jim Thompson, CAE, IOM
7511 Mourning Dove Road, Suite 102
Raleigh, NC 27615
PH 919.848-8255 FAX 919.848-8525
www.aencnet.org
jim@aencnet.org
Editor's Notes
Enter your association’s name and logo on this cover page. You need PowerPoint and Word programs to utilized this program. Tailor it to your needs. Design it to fit your time and to focus on the key issues in your organization. You’ll need a screen and an LCD projector so that everyone can see. Have a flip chart and markers available. An effective room set up is crescent circles so that nobody has their back to the podium and you can break into small groups easily. Copies of the program can be printed and distributed to the attendees; the preference for training is to print them in PowerPoint format, “Three Up,” to leave room for taking notes. For help: Robert C. Harris, CAE - bob@hmgnet.com 335 Beard St., Tallahassee, FL USA 32303
The 40 or so slides are intended to require 1.5 to 3 hours to discuss. Using a flip chart and reviewing your own association documents that support the information in the slides, will easily fill the time. If you want to add topics and time, consider a slide that identifies member benefits and a discussion of each. Also consider a slide on association communications and how/when board members can expect certain communication vehicles. You may also consider starting the presentation with a history of the organization to be sure all board members understand where it has come from and how it developed. Don’t be afraid to delegate specific topics or slides to volunteers to cover and lead the discussion.
Refer to ground rules to make everyone feel comfortable. Explain that orientation is done annually to make everyone an effective member of the board, acquainting newly elected leaders with the mission, purpose and issues relating to the organization. Suggest that they turn off beepers and cell phones. You may also be handing out your own orientation manual or documents to which you’ll be referring throughout the agenda.
If needed, add a second slide here to describe your organization’s additional purposes. Or use a flip chart to add purposes and objectives provided by the audience in a discussion. Be sure to assemble your organization’s own documents, such as the budget, bylaws, policy manual, to support various discussion topics associated with the slides.
If needed, add a second slide here to describe your organization’s additional purposes. Or use a flip chart to add purposes and objectives provided by the audience in a discussion. Be sure to assemble your organization’s own documents, such as the budget, bylaws, policy manual, to support various discussion topics associated with the slides.
Add your organization’s Vision Statement to this slide if one exists. If you don’t have a vision statement, eliminate the slide by going to “Slide Sorter” view, blocking this slide, and deleting it.
Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
Close by reviewing various administrative details of the organization, such as hours of operation, private lines, emergency numbers, map to the office, staff names and positions, etc.
Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
Double click on the center of the slide to open up Microsoft Organizational Chart. Create your own organizational chart of insert your organizational chart as a file. Your organizational chart may be for the leadership, showing committees, board, subsidiaries, etc. and/or a staff organizational chart. To create a second organizational chart, go to “insert - duplicate slide” to create it. One of the most revealing discussions is to ask small leadership groups to draw their understanding of the organizational chart to determine how much they know about the association. If you don’t have an organizational chart, simply delete this slide. As an exercise, you may want to use a flip chart and discuss the structure of the association, including board, committees, subsidiaries, chapters, etc.
Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
Every association has a variety of documents that either create a framework for governance or serve as tools of governance. Many of these items will be included in a Board Orientation Manual. (For more information: http://www.hmgnet.com/nprc/references/orientation.html) These include the bylaws and articles of incorporation at a minimum. A budget outlines economic parameters and priorities. A policies and procedures manual catalogs previous motions of the board that have become policy. Every board should understand the organization’s goals, most often recorded as a strategic plan. If advocacy or lobbying is included in the mission, then position papers, statements or platforms should be available to the leaders. The key point here is that for effective leadership, “knowledge is power” and the tools of governance should be accessible to the board.
This slide and the next will help board members understand their role and responsibilities. They can protect themselves by knowing what their responsibilities cover (and exclude.) Discuss each point to be sure it is understood; use examples as often as possible. Be sure to discuss and ask if there are questions regarding the responsibilities. Has anything been left off that they’d like to discuss or ask about?
Be sure to discuss the importance of the board focusing on governance, strategic thinking and the future. The staff should administer to the daily needs of the organization. The chief executive officer and the executive director are the primary link between board and staff communications. Treat staff with respect; it can be difficult to replace staff who are trained in the unique aspects of nonprofit management.
The four “Practical Steps for Board Service” will be some of the easiest to describe and to discuss examples. Review each step and encourage discussion. The last of these 4 slides allows additional practical steps to be discussed and included. Some steps may be as simple as, “Arrive at meetings on time,” and “Dress for success.”
The roles of the officers may be edited based on your own bylaws. You may change the terminology, or explain, the title of president who is often called chairman, chairperson or chairwoman. A performance review of the board is important. Annually consider a way to determine that boards and committees understand their responsibilities, and conducting them in accordance with the bylaws and policies, and how improvements can be made. Many boards ask each leader to sign and pledge to the duties of the board or a code of conduct.
Add or discuss any special duties your organization delegates to this officer position.
Add or discuss any special duties your organization delegates to this officer position.
Add or discuss any special duties your organization delegates to this officer position.
Who is on the executive committee? Are their limitations set as to what they may or may not take action upon? (Most likely found in the bylaws and/or policy manual.) Will minutes be distributed for the Executive Committee meetings?
Financial responsibilities are critical to board performance. Focus the leadership on finances. Spend time with the treasurer to orient him or her to policies regarding finances. Prepare a monthly financial report and distribute at a minimum to the chief elected officer and treasurer; distribute a financial report at least quarterly to the board. Take this opportunity to distribute a sample financial report to discuss the meaning of the line items and various columns.
List your standing committees (found in the bylaws) and any task forces, ad hoc and other committees in existence.
Discuss how meeting notices will be distributed, including agendas, making reservations and RSVP mechanisms. Be sure to fill in the # of days prior to meetings that notice will be sent in the above slide. Discuss when and meetings are commonly held. Is there an annual calendar of meetings? What about conference calls? Are board members reimbursed for expenses; are expense forms provided? Who makes travel reservations to meetings.
The agenda adds structure to the organization. A consent agenda, a grouping of the non-controversial issues to be voted upon at one time, will save time. The agenda protects the board from wandering into issues and discussions that may not be appropriate at a board meeting.
Advise board members that the minutes are not records of conversations nor work assignments. They are a legal document to protect the organization and the board. Indicate how soon after board meetings they can expect to receive a copy of the minutes. Advise that the office keeps the original copy of the minutes permanently.
An excellent, inexpensive, 15 page booklet on the purpose and procedure for making motions can be ordered from Channing Bete Company by calling 800/628-7733. The booklet is titled, “The ABCs of Parliamentary Procedure.) (www.channing-bete.com) Some associations appoint or hire a parliamentarian to guide and enforce the rules of order.
Many volunteer organizations are finding it difficult to recruit potential leaders. Discuss this with the board and ask how they think new leaders can be encouraged and trained. Consider leadership mentoring, ongoing leadership training, and advertising for leadership. Seek diversity and inclusivity for the make-up of the board. Consider these basic needs of leaders as described in, “Volunteers - How to Get Them, How to Keep Them,” by Helen Little. Assign specific manageable task with a beginning and end. Match volunteer interests and reasons for volunteering. Provide a good reason for doing the task. Offer written, clear instructions. Provide or set reasonable deadlines. Allow the freedom to complete the task when and where it is most convenient Provide everything necessary to complete the task w/o interruption (tools, information, help.) Offer adequate training if it is needed. Provide a safe, comfortable, and friendly working environment. Follow up to see that the task is completed. Set interim goals. Make opportunities to provide feedback. Show appreciation, recognition and rewards. Celebrate achievements.
There are risks that are associated with board service. The best way to control risk is to understand them and eliminate or minimize them.
In addition to the three legal principles, many boards face concerns about antitrust and apparent authority. If you have any questions about these three topics, you should be certain to learn more about them and/or bring in a specialist (attorney, accountant, insurance consultant) to explain the importance of the three topics.
These are three legal principles that apply to non profit boards.