The Perfect Board:
Role of StaffImplement the Direction Set by the BoarEmpowered to make financial decision as set in the framework of the ...
Role of Staff is NOTMicro managed decision makingQuestion decisions made
Role of the Board of Directors
Questions to Ask YourselfAm I committed to the mission of the organization?Can I contribute the necessary time to be eff...
Responsibility of DirectorsMust know and understand the mandate of the organizationMust be familiar with those whom they...
Responsibility of DirectorsMust be fiscally responsibleMust implement assessment and control systems (i.e. for finance, ...
Duty of CareDirectors’ fiduciary duties can be divided into two  main branches:a) the duty of care; and,b) the duty of loy...
Duty of Loyalty      The duty of loyalty requires that a directoract honestly and in good faith in the best interests of  ...
Conflict of InterestAn apparent conflict of interest occurs when the    answer to the following question is "yes":Would a ...
Conflict of Interest                 Occurs when:a board member diverges from the Chapter’s professional obligations to a...
Examples: Conflict of Interest Directors could be in conflict of interest if they offer  services to the chapter on whose...
Liability of Directors  Directors are responsible for breaches of their   fiduciary duty to the corporation. They can be  ...
Liability of DirectorsDirectors are usually not personally responsible forthe contracts they sign on behalf of the organiz...
Liability of Directors  Directors can be held personally responsible for       scenarios that include unsafe venues, the  ...
Liability of DirectorsDirectors can be held personally responsible for acting    outside their authority, for example, by ...
Role of the BoardCommunicate.  Listen. Seek to understand before you seek to be understood.  Speak! Don’t be afraid to ...
Role of the PresidentThe President is the facilitator. They do not controlthe discussion or mandate policy. The main role ...
President The President shall serve as chairman of both the Board of  Directors and the Executive Committee. The Presiden...
Role of Board MembersKeep the best interests of the membership and of the organization in mind.Support decisions once th...
BylawsYou have one set of Bylaws as written by MPI International – Chapter Minimum BylawsThese are the rules by which yo...
BylawsBylaws govern:    What you are called (i.e. MPI Orange County Chapter)    Where you operate (state/province/count...
BylawsBylaws also govern:  Meetings  Voting        Quorum        Procedure  Elections  Your governance structure   ...
Bylaws   Specific Committees       Nominations       Finance   Financial Operations   Dissolution of the organization
The Only Reason to have a Board Meeting is:To set Policy for the Association               Board Meetings Should:Be no l...
The Perfect Board:
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121213 mike warren coar boardology role of the board of directors

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Role of a Board of Directors
Board of Director University 101

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121213 mike warren coar boardology role of the board of directors

  1. 1. The Perfect Board:
  2. 2. Role of StaffImplement the Direction Set by the BoarEmpowered to make financial decision as set in the framework of the budgetKnows and implements policies as set by the boardMaintain and be the voice of history for the organization gently reminding board of Polices & Bylaws to guide them in decision makingMay be to take minutes and notes of meetings
  3. 3. Role of Staff is NOTMicro managed decision makingQuestion decisions made
  4. 4. Role of the Board of Directors
  5. 5. Questions to Ask YourselfAm I committed to the mission of the organization?Can I contribute the necessary time to be effective?Am I comfortable with the approach to fundraising?Can I place the organization’s purposed and interests above my own professional and personal interests when making Board decisions?
  6. 6. Responsibility of DirectorsMust know and understand the mandate of the organizationMust be familiar with those whom they serve (i.e. the members)Must be transparent in their operationsMust develop appropriate policies and proceduresMust avoid conflict of interest
  7. 7. Responsibility of DirectorsMust be fiscally responsibleMust implement assessment and control systems (i.e. for finance, strategic planning)Must plan for succession and the diversity of the Board
  8. 8. Duty of CareDirectors’ fiduciary duties can be divided into two main branches:a) the duty of care; and,b) the duty of loyalty.The duty of care imposes on directors a duty ofcompetence or skill – i.e., a requirement to act with acertain level of skill; and a duty of diligence. The dutyof skill and diligence must be performed to a certain“standard of care”.
  9. 9. Duty of Loyalty The duty of loyalty requires that a directoract honestly and in good faith in the best interests of the corporation. Among other implications, it means that a director is not allowed to profit from his or her office (the “no profit rule”) and must avoid all situations in which his or her duty to the Corporation conflicts with his or her interests (the “no-conflict rule”).
  10. 10. Conflict of InterestAn apparent conflict of interest occurs when the answer to the following question is "yes":Would a reasonably informed person perceive that the performance of the directors duties and responsibilities could be influenced by their financial or material interest?
  11. 11. Conflict of Interest Occurs when:a board member diverges from the Chapter’s professional obligations to a private interest involving actions that are determined by personal or financial gaina board member acts in a position of authority on an issue in which they have financial or other interests
  12. 12. Examples: Conflict of Interest Directors could be in conflict of interest if they offer services to the chapter on whose board they serve even if the charge for these services is at or below the market value.• A board member who has cheque writing/signing authority is responsible for paying invoices from a relative or business partner even for legitimate services• The chair of a chapter event or the Chapter Board receives complimentary registration/hotel for an event• Executive committee is chapter nominations committee
  13. 13. Liability of Directors Directors are responsible for breaches of their fiduciary duty to the corporation. They can be held personally liable for breaches of statutory provisions that impose responsibility on them as directors.Directors are liable for the crimes that they commit themselves, even if committed while executing their responsibilities as a director.
  14. 14. Liability of DirectorsDirectors are usually not personally responsible forthe contracts they sign on behalf of the organization as long as they have the legal right to do so.
  15. 15. Liability of Directors Directors can be held personally responsible for scenarios that include unsafe venues, the inappropriate actions of volunteers (for example,libel and slander in an organization’s communication vehicle, such as a newsletter or website), or the inappropriate use of organizational funds.
  16. 16. Liability of DirectorsDirectors can be held personally responsible for acting outside their authority, for example, by signing contracts when they are not empowered to do so. They may also be held responsible for the improper use of member record information.
  17. 17. Role of the BoardCommunicate.  Listen. Seek to understand before you seek to be understood.  Speak! Don’t be afraid to be understood.  Question? This leads to greater understanding and better decisions.Make decisions based on situation not personality; avoid all appearance of conflict of interest
  18. 18. Role of the PresidentThe President is the facilitator. They do not controlthe discussion or mandate policy. The main role is to ask questions and listen. They are the official spokesperson for the chapter, unless they choose to designate someone else.
  19. 19. President The President shall serve as chairman of both the Board of Directors and the Executive Committee. The President shall also serve as a member, ex-officio, with right to vote on all committees except the Nominating Committee. At the Annual Meeting and at such other times, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and increase the usefulness of the Chapter. The President shall perform such other duties as or as may be prescribed by the Board of Directors.
  20. 20. Role of Board MembersKeep the best interests of the membership and of the organization in mind.Support decisions once they are made. Your time for questioning is during the meetings.Be fiscally responsible.
  21. 21. BylawsYou have one set of Bylaws as written by MPI International – Chapter Minimum BylawsThese are the rules by which you operate, your “constitution”
  22. 22. BylawsBylaws govern:  What you are called (i.e. MPI Orange County Chapter)  Where you operate (state/province/country)  What your objectives are  Who can be a member and member responsibilities
  23. 23. BylawsBylaws also govern:  Meetings  Voting  Quorum  Procedure  Elections  Your governance structure  Board of Directors  Executive  Term of office  Removal of Board members
  24. 24. Bylaws Specific Committees  Nominations  Finance Financial Operations Dissolution of the organization
  25. 25. The Only Reason to have a Board Meeting is:To set Policy for the Association Board Meetings Should:Be no longer than 1 hour in lengthShould be strategic in natureAll “action” should be made in the form of a motion and submitted in writing 1 week prior
  26. 26. The Perfect Board:
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