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What Exceptional Boards Do
1. Engagement and Action:Engagement and Action:
What Exceptional Boards DoWhat Exceptional Boards Do
February 6-7, 2009February 6-7, 2009
Copyright 2009
Jo Linder-Crow, PhD
2. Setting the Context:Setting the Context:
California Psychological AssociationCalifornia Psychological Association
501 (c) 6 non profit organization501 (c) 6 non profit organization
Approximately 4200 membersApproximately 4200 members
21 Chapters21 Chapters (is your chapter incorporated or(is your chapter incorporated or
unincorporated? Are you a (c) 6 or a (c) 3 organization?)unincorporated? Are you a (c) 6 or a (c) 3 organization?)
8 Divisions8 Divisions
12 Staff members + 2 contract positions12 Staff members + 2 contract positions
Largest state psychological associationLargest state psychological association
3. Governance StructureGovernance Structure
38 voting board members38 voting board members
Non-voting Ex-Officio board membersNon-voting Ex-Officio board members
(Chair of CPA Foundation, Chairs of(Chair of CPA Foundation, Chairs of
Standing Committees not already on theStanding Committees not already on the
Board, our delegates to APA Council ofBoard, our delegates to APA Council of
Representatives, Fed. Adv. Coors., andRepresentatives, Fed. Adv. Coors., and
Parliamentarian)Parliamentarian)
Representative Board—reps from allRepresentative Board—reps from all
Chapters, all divisions, and CPAGSChapters, all divisions, and CPAGS
4. CPA’s Governing DocumentsCPA’s Governing Documents
Bylaws—”laws” of the association. Last fullyBylaws—”laws” of the association. Last fully
revised in 2005.revised in 2005.
Governance Policy Manual (adopted as workingGovernance Policy Manual (adopted as working
document in 2005)—describes how we workdocument in 2005)—describes how we work
together (role of board, ED, Committees, etc)together (role of board, ED, Committees, etc)
Operations and Procedures Manual (currentlyOperations and Procedures Manual (currently
called Policies and Procedures)—describes daycalled Policies and Procedures)—describes day
to day procedures (under revision—project into day procedures (under revision—project in
progress)progress)
5. Overall Governing StyleOverall Governing Style
Board will approach its task with a style thatBoard will approach its task with a style that
emphasizes:emphasizes:
– Using the best knowledge available in ourUsing the best knowledge available in our
membershipmembership
– Outward visionOutward vision
– Encouragement of diversity in viewpointsEncouragement of diversity in viewpoints
– Strategic leadership and planningStrategic leadership and planning
– Clear distinctions between Board and staff rolesClear distinctions between Board and staff roles
– Collective decision-making and a proactive approachCollective decision-making and a proactive approach
6. Staying FocusedStaying Focused
President/Executive Director have aPresident/Executive Director have a
weekly callweekly call
Executive Committee meets monthly byExecutive Committee meets monthly by
phonephone
Finance Committee has monthly callFinance Committee has monthly call
Other committees have regular calls andOther committees have regular calls and
as-needed callsas-needed calls
7. How We WorkHow We Work
3 Board meetings per year3 Board meetings per year
Executive Committee comprised of President,Executive Committee comprised of President,
President-Elect, Past President, Treasurer,President-Elect, Past President, Treasurer,
Secretary, either Treasurer-Elect or Secretary-Secretary, either Treasurer-Elect or Secretary-
Elect. Executive Director attends ExecutiveElect. Executive Director attends Executive
Committee meetings.Committee meetings.
Standing Committees (defined in the bylaws)Standing Committees (defined in the bylaws)
and other Committees and Task Forces of theand other Committees and Task Forces of the
BoardBoard
8. Other InitiativesOther Initiatives
APA Initiatives that CPA is connected withAPA Initiatives that CPA is connected with
—Disaster Response Network, Public—Disaster Response Network, Public
Education Campaign, Business of PracticeEducation Campaign, Business of Practice
Network (BOPN), Federal AdvocacyNetwork (BOPN), Federal Advocacy
NetworkNetwork
Task Forces as neededTask Forces as needed
GrantsGrants
9. What Happens at Board Meetings?What Happens at Board Meetings?
Consider agenda items proposed byConsider agenda items proposed by
members of the Boardmembers of the Board
Robert’s Rules—used unless the BoardRobert’s Rules—used unless the Board
temporarily suspends themtemporarily suspends them
Budget is developed, approved, monitoredBudget is developed, approved, monitored
Board establishes overall policies andBoard establishes overall policies and
priorities for CPApriorities for CPA
10. What are the Legal Responsibilities ofWhat are the Legal Responsibilities of
Individual Board Members?Individual Board Members?
Duty of Care --Duty of Care --A board member owes theA board member owes the duty to exerciseduty to exercise
reasonable carereasonable care when he or she makes a decision as awhen he or she makes a decision as a
steward of the organization.steward of the organization.
Do this by:Do this by:
– Attending all meetingsAttending all meetings
– Reviewing all info availableReviewing all info available
– Reading and Understanding financial reportsReading and Understanding financial reports
– Developing policies for governanceDeveloping policies for governance
– Understanding and following all legal requirementsUnderstanding and following all legal requirements
– Using normal good business judgmentUsing normal good business judgment
11. Duty of LoyaltyDuty of Loyalty
– Must act in the best interests of theMust act in the best interests of the
organizationorganization
– Avoid conflicts of interestAvoid conflicts of interest
– Avoid using Board position for personal gainAvoid using Board position for personal gain
– Maintain confidentiality of info that is not ofMaintain confidentiality of info that is not of
public recordpublic record
12. Duty of ObedienceDuty of Obedience
The duty of obedience requires board membersThe duty of obedience requires board members
to beto be faithful to the organization's missionfaithful to the organization's mission..
They are not permitted to act in a way that isThey are not permitted to act in a way that is
inconsistent with the central goals of theinconsistent with the central goals of the
organization. A basis for this rule lies in theorganization. A basis for this rule lies in the
public's trust that the organization will managepublic's trust that the organization will manage
donated funds to fulfill the organization'sdonated funds to fulfill the organization's
mission.mission.
13. What Does This Mean for CPAWhat Does This Mean for CPA
Board Members?Board Members?
Selected by your constituency groupSelected by your constituency group
When acting as a Board Member, youWhen acting as a Board Member, you
must think and act in the best interest ofmust think and act in the best interest of
CPACPA as a wholeas a whole
Must avoid conflict of interestMust avoid conflict of interest
14. Your Role…Your Role…
Board represents “ownership one stepBoard represents “ownership one step
down, not management one step up”down, not management one step up”
(John Carver)(John Carver)
Consider the big picture—lend yourConsider the big picture—lend your
expertise to thinking and talking aboutexpertise to thinking and talking about
mission, guiding policies, andmission, guiding policies, and
proceduresprocedures
15. These things describeThese things describe responsibleresponsible
boards…boards…
What describesWhat describes exceptionalexceptional
boards?boards?
16. Effective Board Teams…Effective Board Teams…
Trust each otherTrust each other
Are flexibleAre flexible
Demonstrate inclusivenessDemonstrate inclusiveness
Institutionalize a culture of inquiry, mutualInstitutionalize a culture of inquiry, mutual
respect, and constructive debaterespect, and constructive debate
Focus on what’s best for the organization as aFocus on what’s best for the organization as a
wholewhole
Maintain a sense of humorMaintain a sense of humor
Trust each otherTrust each other
17. An Exceptional Board Must…An Exceptional Board Must…
Balance its role as an oversight
body with its role as a force
supporting the organization.
