Board Member Workshop   February 8, 2013Haas School of Business      UC Berkeley
Welcome    Nora Silver    .   Colin Boyle    Paul Jansen        Jamie Allison-Hope    Bob Miller         David Riemer    J...
Agenda • 4:00 – 4:45   Welcome                 • Dynamic Board Lessons                 • Board Member Postings • 4:45 – 5:...
Boards and Directors have Legal Duties ofCare, Loyalty and Obedience          Hold public benefit corporation ―in trust‖ f...
Types of Boards  Organizing Board    – small, homogeneous, informal    – committed to purpose    – Very hands on to suppo...
Creating a Dynamic Board           Environment                                     • Monitor external and                 ...
9 Responsibilities of Nonprofit Boards                                                      • Select, evaluate• Shape, cla...
Responsibilities of a Non-Profit Board: Importance RatingsQ: Over the next one to two years, how important is it for your ...
The Governance Gap• 97% said that a high-performing board was important to a high-performing  nonprofit...  — However, onl...
Board Performance GPASurvey response to ―give your board a letter grade‖ on each dimension     Understanding mission      ...
5 Enablers are Key to Closing Execution Gap• Size and structure are a balancing act but must ensure  coverage of 9 respons...
Summary Take-Aways• Roles Matter: There are 9 clearly defined responsibilities of a nonprofit  board, with a gold standard...
AA Good Board is aVictory, Not a Gift             Cyril Houle                           13
Learning from our Shared Experiences(10 min) • Use Post-its to capture your answers to 4 questions   and post them for all...
Breakout Group Coaching • Board Officers and Leadership – Jay & Bob • Marketing: New techniques and technologies to   get ...
Board Experience Shared Learnings • Themes • Greatest Hits • Take a few minutes to walk around and look at   the postings ...
Individual Coaching • Coaches are available to speak with you 1 on 1. • Your opportunity to:   – get individual questions ...
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Board member training 2 8-13

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For additional information about the Berkeley Board Fellows Program, please visit: http://bit.ly/boardfellows

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  • Welcome to the Board Fellows Program Kick-off I have been communicating with most of you, reading applications and really excited to see you all here together today.We are delighted to see students, mentors, nonprofit staff and board members represented today
  • The purpose of today isProvide the opportunity for fellows and mentors to meet one another and to plan for the year aheadProvide a chance for all participants to meetExplain program expectations, roles and responsibilitiesProvide an introduction to best practices in board governanceGive you a chance to hear from past participants and ask questions Introduce and thank Nora, Evin and Jean
  • The Agenda for today.
  • Board member training 2 8-13

    1. 1. Board Member Workshop February 8, 2013Haas School of Business UC Berkeley
    2. 2. Welcome Nora Silver . Colin Boyle Paul Jansen Jamie Allison-Hope Bob Miller David Riemer Jay Espovich 2
    3. 3. Agenda • 4:00 – 4:45 Welcome • Dynamic Board Lessons • Board Member Postings • 4:45 – 5:30 Topic-Specific Group Coaching • Governance, Leadership, Marketing, Fundraising • 5:30 – 5:45 Posting Shared Lessons • 5:45 – 6:00 Individual Coaching as Desired 3
    4. 4. Boards and Directors have Legal Duties ofCare, Loyalty and Obedience Hold public benefit corporation ―in trust‖ for the community • An obligation to act in good faith • Be informed e.g.Duty of – Attend meetings regularly – with best interests of nonprofitcare in mind – with such care of a – Seek and review necessary information reasonably prudent person • Exercise independent judgment – Ask questions – avoid simply going along with other directors – Rely only on judgment of dependable sourcesDuty of • An obligation to keep confidences of nonprofit and • Avoid self-dealing transactionsloyalty avoid actions that benefit self at • Where directors’ firm provides services expense of nonprofit or products to nonprofit, make conflict known to board, recuse self from discussions/votesDuty of • Required directors to comply with • Understand mission and bylaws applicable laws, adhere to • Ensure regulatory filings completedobedience bylaws and remain guardians of • Require operation audit and policy review the mission 4
    5. 5. Types of Boards  Organizing Board – small, homogeneous, informal – committed to purpose – Very hands on to support start up  Governing Board – larger and more diverse board – committees become important – shared authority between board and staff: board chair and executive director are principal leaders – transition to governing board takes at least 3 years and a lot of staff time  Institutional Board – very large (35-60 or more) – prestigious -- includes large donors or those with access to funders – accepts significant responsibility for fundraising – often delegates some governance to executive committee 5
    6. 6. Creating a Dynamic Board Environment • Monitor external and internal environment to prioritize areas for Board attention • Ensure quality performance across 3 primary Board roles • Develop a set of enabling practices around Board Monitor and improve performance composition, size structure, processes, and staff relationships Enablers 6
    7. 7. 9 Responsibilities of Nonprofit Boards • Select, evaluate• Shape, clarify and develop CEO mission and vision • Ensure adequate financial• Engage actively resources in strategic decision making • Lend expertise; and policy provide access to decisions people • Enhance reputation of Monitor and improve performance organization • Oversee financial management, ensure appropriate risk management • Monitor performance, ensure accountability • Improve board performance 7
    8. 8. Responsibilities of a Non-Profit Board: Importance RatingsQ: Over the next one to two years, how important is it for your Board to focus on: 1. Clarifying the organization’s mission Shape or vision 1 2 3 Mission and Strategic 2. Resolving key strategic or policy Direction issues 1 2 3 3. Developing CEO capabilities 1 2 3 4. Developing financial resources to Ensure support strategy 1 2 3 Leadership and 5. Providing expertise or access to Resources support organizational priorities 1 2 3 6. Building the reputation of the organization with key stakeholders 1 2 3 7. Overseeing financies and ensuring adequate risk management 1 2 3 Monitor and 8. Assessing performance against Improve mission and key program priorities 1 2 3 Performance 9. Improving Board performance 1 2 Medium 3 Low High Rated Importance Group Average Group Response Range 8
    9. 9. The Governance Gap• 97% said that a high-performing board was important to a high-performing nonprofit... — However, only 19% said they were tapping their boards’ full potential• 94% felt that their boards provide the appropriate level of strategic guidance… — However, only 46% thought that their directors would be able to summarize both the mission and the vision of their organizations• 77% of respondents indicated a desire to improve board fundraising, but… — Just 21% set individual board member fundraising goals — Just 38% provided fundraising training — Moreover, a mere 16% reported having individual board members receive formal feedback on their performance at a regular interval• Source: McKinsey survey of social services organizations 9
    10. 10. Board Performance GPASurvey response to ―give your board a letter grade‖ on each dimension Understanding mission Financial oversight Legal/ethical oversight Supporting CEO Knowledge of programs Director view Monitoring performance CEO view Strategic planning Community relations Increasing diversity Fundraising 0 1 2 3 4 Source: Boardsource Nonprofit Governance Index 2010 10
    11. 11. 5 Enablers are Key to Closing Execution Gap• Size and structure are a balancing act but must ensure coverage of 9 responsibilities• Effective leadership must drive for a true partnership at board and committee level• Composition requires needs-based management and a graceful transition mindset• Sweating the details on process is critical to board function and engagement• A trust-based relationship with CEO is the underlying foundation 11
    12. 12. Summary Take-Aways• Roles Matter: There are 9 clearly defined responsibilities of a nonprofit board, with a gold standard of performance for each. Increasing emphasis on: • Multi-year planning • Performance measurement and accountability • Risk management• Sweat the Enablers: Good governance is execution • Pay attention to the enablers of execution, including the small stuff • Board Chair as CGO • Understand and address the ―human‖ aspects of director interests and styles• Pick Your Battles: There are lots of ways boards, as entities and directors as individuals, can help. Pick your spots carefully to allot valuable time where needed most• Look in the Mirror: Invest significant time in board evaluation and continuous 12 improvement
    13. 13. AA Good Board is aVictory, Not a Gift Cyril Houle 13
    14. 14. Learning from our Shared Experiences(10 min) • Use Post-its to capture your answers to 4 questions and post them for all to see 1. What does your board do well? (add org name) 2. What can your board improve? 3. What works that you can share with others? 4. Advice for the Board Fellows program? • Put initials on your answers and post them (one answer per post-it) to each of the 4 areas in the room • We will share greatest hits and themes a bit later 14
    15. 15. Breakout Group Coaching • Board Officers and Leadership – Jay & Bob • Marketing: New techniques and technologies to get your message out – David • Governance and Board Development – Colin & Paul • Fundraising –Jamie & Nora 15
    16. 16. Board Experience Shared Learnings • Themes • Greatest Hits • Take a few minutes to walk around and look at the postings of your peers 16
    17. 17. Individual Coaching • Coaches are available to speak with you 1 on 1. • Your opportunity to: – get individual questions answered – meet one of the coaches you haven’t already – follow-up on a discussion • If not, you’re done and we appreciate your participation 17

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