121213 mike warren coar boardology role of the board of directors
The Perfect Board:
Role of StaffImplement the Direction Set by the BoarEmpowered to make financial decision as set in the framework of the budgetKnows and implements policies as set by the boardMaintain and be the voice of history for the organization gently reminding board of Polices & Bylaws to guide them in decision makingMay be to take minutes and notes of meetings
Role of Staff is NOTMicro managed decision makingQuestion decisions made
Questions to Ask YourselfAm 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?
Responsibility of DirectorsMust know and understand the mandate of the organizationMust be familiar with those whom they serve (i.e. the members)Must be transparent in their operationsMust develop appropriate policies and proceduresMust avoid conflict of interest
Responsibility of DirectorsMust be fiscally responsibleMust implement assessment and control systems (i.e. for finance, strategic planning)Must plan for succession and the diversity of the Board
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”.
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”).
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?
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 gaina board member acts in a position of authority on an issue in which they have financial or other interests
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
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.
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.
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.
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.
Role of the BoardCommunicate. 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
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.
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.
Role of Board MembersKeep 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.
BylawsYou have one set of Bylaws as written by MPI International – Chapter Minimum BylawsThese are the rules by which you operate, your “constitution”
BylawsBylaws 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
BylawsBylaws also govern: Meetings Voting Quorum Procedure Elections Your governance structure Board of Directors Executive Term of office Removal of Board members
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 longer than 1 hour in lengthShould be strategic in natureAll “action” should be made in the form of a motion and submitted in writing 1 week prior