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2012-06-13 Educating Boards 061312
 

2012-06-13 Educating Boards 061312

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  • -Perhaps more than anything else, board leadership is about achieving a common sense among board members and staff of where the organization is going. Without a shared understanding and a passion for the mission, vision and values of the organization, the members of the board can not purposefully set, accomplish or oversee organization goals. Even members of the board that have served together for years may have very different ideas about the organization and its desired future. Take the time to convene mission-focused board retreats and engage in activities to develop consensus- The board and top management need a shared understanding of the very different roles they play in leading the organization. What is policy and what is process? Or what is governance and what is management. Carver model…. And shift since Sarbanes That line – c-3 boards go below it to policy – WHY --- c-6 management tends to go above it, usurping the board’s critical role. -TRUST Lack of trust often means a lack of transparency that is no more than ever necessary to fulfill fiduciary responsibilities. You build trust through open communications. If you are a CEO it means keeping your chair informed on a regular basis about opportunities, challenges and problems but you must feel that the board is there to cooperate and advise and then to set policies that are in the best interest of the organization.
  • 13 -The Board chair in cooperation with the CEO should work with the board to establish this overall strategic plan.- The CEO and the staff should be the ones carrying it out on a day to day basis employing at time detailed planning to do so. In addition, they need to provide the administrative support for the board’s policy making activities… providing drafts or guidelines for consideration by the board works.
  • Board decisions should be made in response to this basic question– will doing this help to fulfill our mission better than an alternative that may be available? Consistently remind the board about mission Must be a leader who is respected by the members and the staff – assertive enough to keep the meetings focused on the agenda yet accommodating enough to make everyone feel welcome and to ensure everyone is involvedThe number of meetings each year will depend on many factors including geography and function. Board structure – through committee , exec committee --- Do you need to keep a close eye on the organization. Don’t simply follow tradition fewer board meetings means more communications (written reports, proposals for actions, info on upcoming matters, general updates on program). [Explain IRS new 990 form first draft and what happened to “how many board meetings a year do you have” CYCLES – routine functions can be spread throughout the year and time allocated accordingly. Budget approval or operating plan, audit report are obvious ones. Review of insurance, report from nominating committee may be less obvious. Annual meeting may be to form new committees or vote on new officers. Bring in a speaker once a year – bring in a representative from the constituency you serve. Anyone know what a consent agenda is? Written set of proposals identified by the chair that required board action but not discussion or debate – minutes, financial reports, resolutions thanking supporter, dates of future meetings. Send it out in advance, put in as one of the first items on the agenda, chair should ask if there are any items that will need discussion, remove these items and vote and move onAGENDA – Important items – keep to the front of the meeting. – give them appropriate timeReports (finance, committee, CEO, staff, program, legal, etc) should be circulated in advance. Be careful not to have all these written reports be then given orally. Summarize and give your board time to ask questions and to discuss them. Remember the board has a right to be informed and to ask pertinent questions --- and you as the CEO or the Board Chair have the obligation to ensure they do so Another great idea is to provide Dashboards – a synopsis of vital signs of the org (often in graphic form) – include historic comparisons and/or industry benchmarksCreate a compendium of Board approved policies -- good orientation for new members – Board book Minutes should report what was done – not what was said. Their purpose is to provide an official record of board actions. Once approved, they become a legal documents and any policies approved become the official policies. As such wording of any motion is critical. Stay away from very detailed minutes quoting what everyone has said. Be concise but accurate.Evaluations Best way to ensure quality meetings is to evaluate them and determine the ways to improve them. Have the board spend a few minutes at the end of each meeting reviewing the meeting to identify what went well and what din not. If no one speaks have them submit written evaluations. Be certain to clarify that the evaluations are not to be personal or critical but constructiveENJOY THE PROCESS – respect, humor -- schedule time for social to build relationships and friendships
  • Compensation process include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberations and decision, for CEO, ED or top management official, and other key officers
  • AGENDA – Important items – keep to the front of the meeting. – give them appropriate timeReports (finance, committee, CEO, staff, program, legal, etc) should be circulated in advance. Be careful not to have all these written reports be then given orally. Summarize and give your board time to ask questions and to discuss them. Remember the board has a right to be informed and to ask pertinent questions --- and you as the CEO or the Board Chair have the obligation to ensure they do so Another great idea is to provide Dashboards – a synopsis of vital signs of the org (often in graphic form) – include historic comparisons and/or industry benchmarksCreate a compendium of Board approved policies -- good orientation for new members – Board book Minutes should report what was done – not what was said. Their purpose is to provide an official record of board actions. Once approved, they become a legal documents and any policies approved become the official policies. As such wording of any motion is critical. Stay away from very detailed minutes quoting what everyone has said. Be concise but accurate.Evaluations Best way to ensure quality meetings is to evaluate them and determine the ways to improve them. Have the board spend a few minutes at the end of each meeting reviewing the meeting to identify what went well and what din not. If no one speaks have them submit written evaluations. Be certain to clarify that the evaluations are not to be personal or critical but constructiveENJOY THE PROCESS – respect, humor -- schedule time for social to build relationships and friendships