Board Capacity Building, Candyss Bryant, Texas HIV/STD Conference

The act/art of capacity building is to
improve the quality of decision-making,
program efficiency, and managerial
performance in the planning and
implementation of the organization’s
mission. The result is more effective
Setting the Stage organizations, services and programs.
Capacity Building
Ground Rules for Effective Groups
Strategic Thinking to Achieve Effectiveness

Great Organizations

Why do People Volunteer & Join Boards?

Governance and Management

Legal Duties of a Nonprofit Board
& Roles, Responsibilities & Expectations of Board Members

Roles, Responsibilities & Expectations Officers
of Officers, CEOS, Staff
& Their Inter-relationship CEOs - Staff - Interrelationships

Board Capacity Building Policies & Procedures
May 25, 2010 Getting Board's Work Done Committees/ Working Groups
2:30 - 3:30 PM Sarbanes - Oxley Requirements & Implications

Candyss Bryant
Coordinator, ACC CCBNO Governance Committee
cbryant1@austincc.edu
www.nonprofitaustinorg

Effective Board Cycle/
Board Recruitment

Nonprofit Austin website - www,.nonprofitaustin.org
Resources TANO website - www.tano.org
IRS website - http://www.irs.gov/charities/index.html?navmenu=menu1

Board Governance Session.mmap - 3/4/2010 - Mindjet

1

Board
Capacity Building

May 25, 2010
y ,

Facilitated by
Candyss Bryant
cbryant1@austincc.edu

© 2010 Center for Community-Based and Nonprofit Organizations at Austin Community College

2


3

6 Rules to Effect Change
Rule #1: Make things happen. There is no
future in believing it can’t be done.

Rule #2: Test prevailing wisdom.

Rule #3: Link goals to plans for success.

Rule #4: Make big plans. Plan small steps.


4

6 Rules to Effect Change
Rule #5: Involve others. People support what
they build.

Rule #6: Use what you know


5

The
Challenge


6

We might as well go home. It’s obvious that this meeting isn’t
going to settle anything.


7

The
Response


8


9

A new
Direction


10


11

If you don’t
know
where you’re
going, any
path will
th ill
take you
there

Sioux Proverb


12

An effective board fulfills its mission if it:
Has a clear sense of, and Communicates its
values, vision and mission,

Plans for the future,

Achieves and measures results,

Manages an active and informed governance
structure

Secures resources appropriate to its needs,

Engages and serves its community

(Chicago Grantmakers for Effective Organizations - CGEO)


Many effective groups have explicit ground rules that
guide their behavior. When group members use these
ground rules, they:

Improve working relationships;
improve group member satisfaction,
improve the quality of their decisions,
increase the commitment of members to follow through on those decisions, and
decrease the time needed to effectively implement the decisions

Valid information
Free and informed consent
Core Values
Internal commitment
Compassion

I have some relevant information, and other people also have relevant information;
Each of us may see things the others do not;
Assumptions
Ground Rules Differences are opportunities for learning; and
People are trying to act with integrity given their situation

1 - TEST Assumptions & Inferences
2 - Share ALL relevant information
3 - Use SPECIFIC examples and agree on what IMPORTANT words mean
4 - Explain your REASONING and INTENT
Ground Rules 5 - Focus on INTERESTS not POSITIONS
6 - Combine ADVOCACY and INQUIRY
7 - Jointly DESIGN next steps and ways to TEST disagreements
8 - Discuss UNDISCUSSABLE issues
#9 - Use DECISION-MAKING RULE that generates the level of COMMITMENT needed

excerpted Roger Schwarz, The Skilled Facilitator (San Francisco, Jossey=-Bass 2002)

Facilitated by Candyss Bryant - Coordinator , Center for Community Based & Nonprofit Organizations at Austin Community College -
www.nonprofitaustin.org - cbryant1@austincc.edu

Gov--Ground Rules.mmap - 3/4/2010 - Mindjet

Step 1: Board Understand Its Roles and Responsibilities

Define & Identify Stakeholders

Step 2: Stakeholder Analysis: Most critical 5 stakeholders
Identify & Understand Stakeholders Major interests & expectations regarding the future of your organization?

Roots
Values
Step 3: Values, Vision & Mission Clarity Vision
Mission

Total success: what doing in 2012?
Keep the Mission statement in mind
Defining the Future
What obstacles prevent doing now?
Develop Organizational / Strategic Plan
Step 4:
Difference between a strategic & operational plans
Organizational Objectives
Achieving the Future Organizational Goals
Strategies

Develop Programs and Metrics
Actions to be taken to achieve
Step 5: Implement the Operational Plan Systems to facilitate & expedite follow through, reporting & accountability
Leadership Agreement on Next Steps to Ensure Momentum and Follow Through

Step 6: Continuous Assessment & Improvement

Candyss Bryant
Coordinator, Center for Community-Based & Nonprofit Organizations at Austin Community College (CCBNO)

BS-Strategic thinking Outline.mmap - 3/4/2010 - Mindjet

Being a Business?

We must reject the idea – well intentioned, but dead wrong – that the primary path to
greatness in the social sectors is to become “more like a business.” Most businesses – like
most of anything else in life – fall somewhere between mediocre and good. Few are great.
When you compare great companies with good ones, many widely practiced business norms
turn out to correlate with mediocrity, not greatness. So, then, why would we want to import the
Great practices of mediocrity in to the social sectors?
Organizations
Superior Performance

It doesn’t really matter whether you can quantify your results. What matters is that you rigorously
assemble evidence – quantitative or qualitative – to track your progress.

Distinctive Impact

What matters is not finding the perfect indicator, but settling upon a consistent and intelligent method
of assessing your results and then tracking your trajectory with rigor.
No matter how much you have achieved, you will always be merely good relative to what you can become.

Lasting Endurance

Enduring great institutions practice the principle of “Preserve the Core and Stimulate Progress”, separating
core values and fundamental purpose (which should never change) from mere operating practices, cultural
norms and business strategies (which endlessly adapt to a changing world.)
Consistency distinguishes the truly great consistent intensity of effort, consistency with core values, consistency over time.

Facilitated by Candyss Bryant - Coordinator, Center for Community Based & Nonprofit Organizations at Austin
Community College - www.nonprofitaustin.org - cbryant1@austincc.edu

Gov-Great Organizations.mmap - 3/4/2010 - Mindjet

1

Legal Duties of a Board Member


2

Duty of Care/ Prudence
Act in good faith

With ordinary care
“care that an ordinarily prudent person would exercise in
a like position and under similar circumstances”

In a manner they reasonably believe are in the best interest
p
of the nonprofit
business judgment rule”

Reliance

Exercise By:
• staying informed and asking questions
• participating in board deliberations


3

What does it mean to act in good faith as a director of a
nonprofit?

Acting with honesty and faithfulness to the Director’s duties
Acting without an intent to take advantage of the nonprofit
Acting only after she believes she has sufficient information


4

What types of actions should a director take to
demonstrate ordinary care in the performance of her
duties on behalf of a nonprofit?

Attend meetings
Devote a reasonable amount of time to duties
Review and understand materials
Make informed decisions
Ask questions
Follow the bylaws and other corporate policies
Document corporate decisions
Take, review, approve and keep minutes


5

Review and approve annual financial statement
Monitor corporate finances
Expenditures for charitable purposes
Expenditures of restricted funds
Compensation of executives
n the Best Interest of the Nonprofit
Personal, business,
Personal business or family interest must not prevail over
the interest of the nonprofit
Belief that action is in best interest must be reasonable


6

What does it mean to act in good faith?

Acting with honesty and faithfulness to the Director’s duties
Acting without an intent to take advantage of the nonprofit
Acting only after she believes she has sufficient information

The duty of prudence requires a trustee to exercise at a
mmimum the skill of an ordinary prudent person.
However, if a trustee has greater skill than others, he is
under a duty to use such skill.


7

Due Diligence
The fanciest dive that ever was dove
Was done by Melissa of Coconut Grove.
She bounced on the board and flew into the air
With a twist of her head and a twirl of her hair.
She did thirty-four jackknives, b`ack flipped and spun,"
Quadruple gainered and reached for the sun "
gainered, sun."
And then somersaulted nine times and a quarter—

And looked down and saw
that the pool had no water.
--Shel Silverstein


8

Practicality

Invention
by Shel Silverstein

I've done it, I've done it!
Guess what I've done!
Invented a light bulb that plugs into the sun.
sun
The sun is bright enough
The bulb is strong enough,
But, oh, there's only one thing wrong ….
The cord ain't long enough.


9

Duty of Loyalty
• being faithful to the organization
• when making decisions, having undivided allegiance to
organization’s welfare
• By:
• disclosing potential conflicts of interest & refraining from
participating in both discussion & voting on matter in
question
• All Boards should have conflict-of-interest policies
covering likely conflict situations
• prior to the conflict occurring!


10

Duty of Obedience
• Duty bound to be faithful to organization’s mission

• No action taken that is inconsistent with mission

• Based on right of organization’s supporters to know the
purpose for which their donations are being used


11

Basic Roles of the Nonprofit Board

Setting Organizational Priorities

Providing Oversight

Ensuring the Necessary Resources

Excerpted from Berit M Lakey, Nonprofit Governance, Steering Your Organization with
Authority & Accountability published by National Center for Nonprofit Boards


12


Values, Vision, Mission

Goals & Strategies

Strategic Thinking / Planning

Operational or Annual Planning


13


Do all your board members know and understand your
organization’s tax exempt status?

To what extent is your board clear about what kinds of
policies belong at the board level?

What is your board’s role in the strategic planning
board s
process?

How clear is your board about the organization’s mission,
vision and values?

How does your organization’s annual budget relate to the
strategic plan?


14

Providing Oversight
Financial Oversight

Risk Management

Program Monitoring & Evaluation

Legal & Moral Oversight

Executive Director Evaluation

Board Self-Assessment


15

Providing Oversight
What does your board do to make sure that all board
members have a clear picture of the organization’s
financial health?

Considering your organization’s progress and
activities, what are the risk factors that the board
ought to take into consideration as it develops policies
to safeguard the organization’s resources and to
protect the people involved?

How does your board seek to evaluate the quality of
your organization’s program?


16

Providing Oversight
How well does the board attend to its responsibility for
conducting annual performance reviews for the chief
executive?

How does the board assess its own performance?


17

Capable Staff Leadership

Adequate Financial Resources

Positive Public Image


18

What policies has your board established concerning
the financial resources the organization will or will not
pursue or accept?

How are your organization’s values reflected in its
investment policies?

What does your board do to ensure that the
organization enjoys – and deserves – a positive
reputation among its various constituencies?

What role do individual Board members playing in
resource development


19

To fulfill Roles, Board Members should:
Serve as “ambassadors” for the organization

Serve as volunteers for the organization

Contribute financially & assist in obtaining financial &
other resources for organization’s benefit
organization s


20

To fulfill Roles, Board Members should:
What does your board do to ensure that its members
clearly understand their roles & responsibilities?

Does your board have a conflict-of-interest policy? If so,
how are board members made aware of its
requirements?


21

Board’s Role is to Govern,
Not Manage Organization

By creating clear expectations for itself as a
Board

By creating c ea e pectat o s for the Executive
y c eat g clear expectations o t e ecut e
Director as the Board’s agent in conducting
general management

By structuring meetings to direct Board’s
attention to matters of policy & strategy


22

Board’s Role is to Govern,
Not Manage Organization

By collecting feedback on the Board’s
performance
The issues covered today were (Trivial to
Essential)
The materials provided were (Worthless to
Indispensable)
Today’s discussion concerned primarily
Operations
Policy-Setting
Decision-Making
Strategy


1

Twelve Principles of Governance
That Power Exceptional Boards
Constructive Partnership
Mission Driven
Strategic Thinking
Culture of Inquiry
Independent Mindedness
Ethos of transparency
p y
Compliance with Integrity
Sustaining Resources
Results Oriented
Intentional Board Practices
Continuous Learning
Revitalization
The Source 12 BoardSource 2005


2

Principles of Governance
Constructive Partnership
Exceptional boards govern in constructive
partnership with the chief executive, recognizing
that the effectiveness of the board and chief
executive are interdependent.

Mission Driven
Exceptional boards shape and uphold the
mission, articulate a compelling vision, and
ensure the congruence between decisions and
care values.


3

Strategic Thinking
Exceptional boards allocate time to what
matters most and continuously engage in
strategic thinking to hone the organization’s
direction.

Culture of Inquiry
Exceptional boards institutionalize a culture of
inquiry, mutual respect and constructive debate
that leads to sound and shared decision making.


4

Independent Mindedness
Exceptional boards are independent-minded.
When making decisions, board members put the
interests of the organization above all else.

Ethos of transparency
Exceptional boards promote an ethos of
transparency by ensuring that donors,
stakeholders, and interested members of the
public have access to appropriate and accurate
information regarding finances, operations, and
results.


5

Compliance with Integrity
Exceptional boards promote strong ethical
values and disciplines compliance by
establishing appropriate mechanisms for active
oversight.

Sustaining Resources
Exceptional boards link bold visions and
ambitious plans to financial support, expertise,
and networks of influence


6

Results Oriented
Exceptional boards are results oriented. They
measure the organization’s advancement
towards mission and evaluate the performance
of major programs and services.

Intentional Board Practices
Exceptional boards intentionally structure
themselves to fulfill essential governance duties
and to support organizational priorities


7

Continuous Learning
Exceptional boards embrace the qualities of a
continuous learning organization, evaluating
their own performance and assessing the value
they add to the organization.

Revitalization
Exceptional boards energize themselves through
planned turnover, thoughtful recruitment, and
inclusiveness.


Officers of Board or of Membership

supervise and control the affairs of the Corporation
preside at all board meetings and shall exercise parliamentary control

President serve as an ex-officio member of all standing committees
with the advice of the Board of Directors and in accordance with
the requirements of these bylaws, set the agenda for each
meeting of the Board of Directors

act in place of the President in the event of the President's absence,
inability, or refusal to act, and shall exercise and discharge such other
Vice-President(s) duties as may be required by the board.
serve as parliamentarian and interpret any ambiguities of thr bylaws

shall take or ensure that someone takes minutes of all meetings of the
committees and Board of Directors, and shall keep copies of all minutes at the
principal office of the Corporation
shall attest to and keep the bylaws and other legal records of the Corporation,
or copies thereof, at the principal office of the Corporation
shall keep a record of the names and addresses of the Directors at the principal
office of the Corporation
with the approval of the Board of Directors, set up procedures for any elections
held by the Corporation
shall keep a record of all votes cast in such elections
Secretary
ensure that all records of the Corporation, minutes of all official meetings, and
records of all votes, are made available for inspection by any member of the
Board of Directors at the principal office of the Corporation during regular
business hours
shall see that all notices are duly given in accordance with these bylaws or as required by law
shall see that all books, reports, statements, certificates, and other documents and
Officers records of the Corporation are properly kept and filed
In the case of the absence or disability of the Secretary, or the Secretary's refusal or
neglect to fulfill the duties of Secretary, the Vice President shall perform the functions of
the Secretary.

will have charge and custody of all funds of the Corporation
will oversee and supervise the financial business of the Corporation
will render reports and accountings to the Directors as required by the Board of Directors
shall give to the Corporation a bond with one or more sureties for the faithful
performance of the duties of the office and for the restoration to the Corporation--in the
case of his or her death, resignation, retirement, or removal from office--all books,
papers, vouchers, money, and other property of whatever kind in his or her possession
or under his control belonging to the Corporation. The amount of the bond shall be
determined by the Board of Directors
shall devise a plan providing for the acceptance and disbursement of all funds of the
Corporation which shall be approved by the Board of Directors
with the approval of the Board of Directors, shall set up all checking, savings, and
Treasurer
investment accounts of the Corporation and deposit all such funds in the name of the
Corporation in such accounts
Treasurer's signature shall be the authorized signature for all checking, savings,
and investment accounts of the Corporation unless the Treasurer, with the
approval of the Board of Directors, designates another member of the Board of
Directors or employee of the Corporation as the authorized signatory for a
particular type of disbursement
shall prepare a monthly report for the Board of Directors, providing an accounting of all
transactions and of the financial conditions of the Corporation
shall keep all financing records, books, and annual reports of the financial activities of the
Corporation at the principal office of the Corporation and make them available at the
request of any Director or member of the public during regular business hours for
inspection and copying

Facilitated by Candyss Bryant - Coordinator, Center for Community Based & Nonprofit Organizations at Austin Community College -

Gov-Officers.mmap - 3/4/2010 - Mindjet

Internal Revenue Code
Law & Regulation
Business Organization Code - Title 2: Chapter 22. Nonprofit Corporations

Creation & Governing Documents

IRS 1023 Application
Determination Letter
Articles of Incorporation/ Certificate of Formation
Bylaws

Board

Governance is the responsibility of monitoring, overseeing and
providing direction for the organizations pursuit of its mission.

Board/ CEO CEO/ Staff

Getting Ensuring that the mission is accomplished and that all administrative,
operational and service functions are in place to achieve the strategic
Board directions sought. Also serve as experts on the agency purpose, work,
Work clients and community needs.

Done
Policies & Procedures

Governing Infrastructure

Board of Directors
CEO
Executive Committee
Committees, Task Forces/ Working Groups
Organizational Maintenance
Programs/ "lines of business"
Strategic thinking/ planning/ study
Advisory Council

Facilitated by Candyss Bryant- Coordinator, Center for Community Based & Nonprofit
Organizations at Austin Community College - www.nonprofitaustin.org - cbryant1@austincc.edu

Gov-Getting Board Work Done.mmap - 3/4/2010 - Mindjet

Boards normally govern by establishing policies guidelines for how the Board members can best work together

Articulates and defines important objectives, principles or values
A policy is any written statement approved by the
Limits or prescribes what kind of action will be taken in different situations
board or by the membership that:
Defines roles, responsibilities and authority

Bylaws contain basic Policies and Procedures

Organizational mission, objectives and values
Role and responsibilities of the board
Board decision-making and meeting practices (usually covered
partially by by-laws)
Conflict of interest
Board member conduct
Role, responsibilities, and authority of the executive director or CEO
Policies Financial management
& Board/ Organization Fundraising (including ethical considerations)
Procedures Policies Advocacy and public education
and Procedures
should be set for: Accountability to members, stakeholders and community (may be partially
addressed by bylaws in references to annual general meeting and annual
financial report)
Board nomination process
Document Retention or Destruction
Treatment and protection of consumers, customers, clients or users
Personnel, hiring and other human resource practices
Harassment policies
Personnel Whistleblower policy
Conflict of interest and confidentiality policies

Policy Building Tool from Nonprofit Risk Management Center with TANO membership discount

Facilitated by Candyss Bryant - Coordinator , Center for Community Based & Nonprofit Organizations at Austin Community College -
www.nonprofitaustin.org - bsilverb@austincc.edu

Gov-Policies Procedures.mmap - 3/4/2010 - Mindjet

Whistleblower Policy

Ensure that there is written policy and procedures for submitting and investigating a report

Document Preservation

Ensure that written policy and procedures exist. Management and staff held accountable for compliance.

Audit Committee

Ensure that audit committee established and in place

Certified Financial Statement

Ensure that board and management receive accurate and timely financial reports on a monthly basis

Accuracy & Timely Submission of IRS 990 form

Actively oversee the preparation and submission of the 990. Ensure document presented to entire
board with detailed explanations.

Higher Level of Board Accountability
Sarbanes-Oxley
Requirements Upgrade and adhere to written policies on board membership requirements, orientation content,
and performance expectations.

Conflict of Interest Policy and Code of Ethics

Ensures that all board members and senior management submit conflict of interest letters annually.
Ensure that written code of ethics for board and senior management alike.

Transparency at all Levels of the Organization

Ensure that there are written protocols for the reimbursement of travel claims and other reimbursable
expenses that are strictly enforced

Internal Controls for all Departments

Require management to demonstrate that internal controls are in place and enforced

Consistent adherence to new policies and enforcement

Board members and senior management are kept apprised of current developments in nonprofit
management and legislation

Excerpted from *Peggy M. Jackson, Sarbanes-Oxley for Nonpro fit Boards . John Wiley & Sons, 2006;
Facilitated by Candyss Bryant, Coordinator, Center for Community-Based & Nonprofit Organizations at Austin
Community College - cbryant1@austincc.edu - www.nonprofitaustin.org & President & CEO, Texas Association of
Nonprofit Organizations (TANO) - barry@tano.org - www.tano.org

Gov-SOX Requirements and Board Response (2).mmap - 3/4/2010 - Mindjet

1

Governance Committee
Help create board roles & responsibilities
Lead the board in regularly reviewing and
updating the board’s description of its roles and
areas of responsibility and what is expected of
individual board members.

Assist the board in periodically updating and
clarifying the primary areas of focus for the
board, and help shape the board’s agenda for the
next year or two, based on the strategic plan.


2

Pay attention to board composition
Lead in assessing current and anticipated needs
related to board composition

Determining the knowledge, attributes, skills,
abilities, influence, and access to resources the
board will need to consider to accomplish future
work of the board.

Develop a profile of the board as it should evolve
over time.


3

Pay attention to board composition
Identify potential board member candidates and
explore their interest and availability for board
service.

Nominate individuals to be elected as members of
the board.

In cooperation with the board chair, contact each
board member eligible for re-election to assess
his or her interest in continuing board
membership and work with each board member
to identify what he or she might be able to
contribute to the organization.


4

Encourage Board Development
Provide candidates with information needed prior
to election to the board.

Design and oversee a process of board
orientation, sharing information needed during
the
th early stages of board service.
l t fb d i

Design and implement an ongoing program of
board information, education, and team building.


5

Assess Board Effectiveness
Initiate periodic assessment of board’s
performance, and propose, as appropriate,
changes in board structure and operations.

Provide ongoing counsel to board chair and other
board leaders on steps they might take to
p y g
enhance board effectiveness.

Regularly review board’s practices regarding
member participation, conflict of interest,
confidentiality, etc., suggesting improvements.

Periodically review and update board policy and
practices.


6

Prepare Board Leadership
Take the lead in succession planning, taking steps
to recruit and prepare for future board leadership.

Nominate board members for election as board
officers.


7

Checklist when considering
prospective new board members
Getting the “Right People” on board
Wise selection of new board members is
critical for the board of directors of every
nonprofit agency. While every nonprofit
agency needs financial support, wealth may
be d i bl b
b a desirable but not sufficient reason alone
ffi i l
for appointing new Board members.

Excerpted from T. William Hall, Elinor M. Greenberg, Lois J. Zachary, Leading
Effectively, Men and Women of the Volunteer Board Room (1987)


8

Selection of New Committee or Board Members
Does the person have thorough knowledge of
the organization
If not, is the person educable?

Is the person committed to the purposes of the
organization?

Is the person willing to give time?

Does the person have special talents, needed by
the board?

Is the person willing and able to learn?


9


Is the person reasonably articulate in speech?

Does the person listen to others?

Does the person respect the ideas and values of
p p
others?

Is the person dependable/ responsible?

Does the person have minimal ego needs?


10


Is the person thoughtful in forming opinions and
in making decisions?

Is the person respected in the community?

Does the person have a vision for the p p
p purposes
of the organization? Is this vision compatible
with the vision of other board members? If not,
can the person influence others in new, positive
and creative directions?


1

Achieving an effective high performing Board

The Board Building Cycle, Board Source, 2003


2

Achieving an effective high performing Board

Identify – Board Profiling
Cultivate – Invite Interest
Recruit – Invite Commitment
Orient – Welcome to the Board
Involve – Board Member Engagement
Educate – Develop a Well Informed Board
Evaluate – Board Reflection
Rotate – Keep the Board Fresh
Celebrate – Appreciation & Recognition

Create Governance Committee to coordinate
Board Building process


From the Resource Collection of Center for Community-Based &
Nonprofit Organizations at Austin Community College
www.nonprofitaustin.org (512) 223-7111 ccbno@austincc.edu

Board Development Assessment Tool
by the Learning Institute
Indicator Done? Needs Improvement?
   None/NA Some Much
Internal Procedures

1. The organization has a clear sense of who they are and has spent
time thinking about the kinds of people they want on their board.
2. The organization has completed a formal review of its current
board profile and has identified deficiencies (ie using an instrument
such as the board profile worksheet).
3. The organization has identified individuals that have the
characteristics that are lacking on the board and have developed a
recruitment strategy.
4. The organization has a nominating committee in place.
5. Have there been any major changes in the mission of the
organization that might require a change in the make‐up of the
board?
6. The organization and governing board have spent time talking
about the advantages of having a diverse board.

7.  The organization cooperates with other nonprofits in the
community in the development and maintenance of a board bank.
8. Potential board members are recruited from within the
organization (volunteers, past employees, members, etc.) as well as
outside the organization.
9. The board chair and staff (if any) have developed "tools" that
keep board meetings interesting, fun and productive.  Meetings are
evaluated for productivity at least occasionally.

10. Board members serve without payment unless the agency has a
policy identifying reimbursable out‐of‐pocket expenses.
11. Board members are accessible to stakeholders and to staff
(volunteer and paid).
12. The Board plays an active role in developing and reviewing a
strategic plan for the organization.
Operational Procedures
1. The roles of the board are clearly stated and communicated.
Board members commit to those responsibilities by signing a board
commitment letter.
2. Board meetings are well attended.

Board Development Assessment Tool            Page 1 of 3

3. When a board member misses a board meeting without
announcing a reason, another board member or the director of the
organization calls them.
4. Potential board members are interviewed before they are asked
to serve.


   None/NA Some Much

6. The board has a nominating process that ensures that the board
remains appropriately diverse with respect to ethnicity, gender,
economic status, culture, disabilities, age, skills and/or expertise.
7. Each board member has a board operations manual that
summarizes responsibilities (including job descriptions for officers)
and operational procedures.  This manual includes a copy of the
organizations bylaws.
8. The number of current board members is consistent with what is
required in the bylaws or state statutes.

9. The board reviews the bylaws on at least an annual basis.  Bylaws
should clearly state the organization's purpose, service area, defined
members, defined board of directors, specific meeting guidelines,
defined officers, defined committees, guidelines for amending
bylaws, guidelines for dissolution of the organization, guidelines for
financial and legal procedures.

10. The board has developed an annual meeting calendar with tasks
that routinely need to be done at specific board meetings….i.e.
review bylaws in November, Prepare for Audit in August,
Nomination Committee prepares slate of nominations in July, etc.
11. The board has a policy and procedure for handling urgent
matters between regularly scheduled meetings.
12. The organization maintains a conflict‐of‐interest policy and all
board members and staff review and sign to acknowledge and
comply with the policy (Could be a part of the board commitment
letter)
13. The board has a written policy prohibiting employees and
members of their immediate families from serving as board chair or
treasurer.
14.  All board meetings have written agendas and materials that are
given to the board in advance of the meetings.  Board
reports/minutes are recorded and action taken on the minutes of all
meetings.
Fiscal Management
1. Board members have made a strong individual financial
commitment to the organization.
2. The board takes the leadership role in fundraising and financial
management.
3. The board oversees the annual audit and uses it to strengthen the
organization's financial policies.


4. The board is doing a good job of insuring that the organization is
fulfilling its regulatory and financial requirements.

5. The board prepares a budget (based on a recommendation from
the executive director if one exists) which allocates funds to the
major priorities identified in the strategic plan of the organization.


   None/NA Some Much
6. A financial plan has been developed to endure financial stability
for 3‐5 years and is consistent with the organization's strategic plan.
7. The board involves individuals most knowledgeable about
programs/activities in preparing the budget.
8. The board understands the annual budget.

9. The board reviews monthly reports of expenditures and revenues.
10. The board compares actual revenues and expenditures to
budgeted revenues and expenditures on a monthly basis.
11. Adjustments to the budget during the year are made based on
actual or anticipated changes.  The board approves all
adjustments/revisions to the budget.
12. The current budget information is used as a base for future
budgeting, board meetings….i.e. review bylaws in November,
Prepare for Audit in August, Nomination Committee prepares slate
of nominations in July etc.


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