The document discusses the roles and responsibilities of boards, staff, and directors of organizations. It provides guidance on questions boards should ask themselves, their fiduciary duties including duty of care and loyalty, how to handle conflicts of interest, and potential liability. Key responsibilities of boards include setting policy, oversight, strategic planning, succession, and being transparent and fiscally responsible. The role of the president is to facilitate discussion and serve as a spokesperson. Bylaws are the rules that govern an organization's operations.

1. The Perfect Board:

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. Role of Staff is NOT
Micro managed decision making
Question decisions made

4. Role of the Board of Directors

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. 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. 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. Duty of Care
Directors’ 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 of
competence or skill – i.e., a requirement to act with a
certain level of skill; and a duty of diligence. The duty
of skill and diligence must be performed to a certain
“standard of care”.

9. Duty of Loyalty
The duty of loyalty requires that a director
act 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. Conflict of Interest
An 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 director's duties and
responsibilities could be influenced by their
financial or material interest?

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. 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. 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. Liability of Directors
Directors are usually not personally responsible for
the contracts they sign on behalf of the organization
as long as they have the legal right to do so.

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. Liability of Directors
Directors 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. 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. Role of the President
The President is the facilitator. They do not control
the 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. 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. 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. 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. 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. Bylaws
Bylaws also govern:
 Meetings
 Voting
 Quorum
 Procedure
 Elections
 Your governance structure
 Board of Directors
 Executive
 Term of office
 Removal of Board members

24. Bylaws
 Specific Committees
 Nominations
 Finance
 Financial Operations
 Dissolution of the organization

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. The Perfect Board: