1) The document discusses characteristics of exceptional boards, including frank and open relationships, being intentional, engaged, mission driven, using strategic thinking, having a culture of inquiry, being independent-minded, transparent, compliant with integrity, sustaining resources, being results-oriented, having intentional practices, continuous learning, and revitalization. 2) It provides examples for each characteristic, such as honest communication for frank relationships, and allocating time to strategic issues for strategic thinking. 3) The document aims to help boards govern in a responsible yet exceptional manner by cultivating these key characteristics.

1. 2013
Advancing Board Excellence:
Broadening the Generative Experience
Paul Van Dolah

2. Characteristics of
Exceptional Boards
Common Denominators
Frank and Open Relationship
Intentional
Engaged

3. Frank and Open Relationship
Open relationship between the chief executive and
the board
 Honest communication
 Committed to collective success
 Mutual trust, respect and appreciation
 Partnering to make sense of situations,
determining what matters and solving dilemmas

4. Intentional
Right people in the right place. . .
Thoughtful
Self aware
Proactive

5. Engaged
Beyond simply attending
Personal motivation and commitment
Intellectual curiosity
Appetite for challenges
Passion for the cause

6. 12
The Source
Twelve Principles of Governance that Power
Exceptional Boards
BoardSource 2005

7. Constructive Partnership
Exceptional Boards govern in constructive
partnership with the CEO, recognizing that the
effectiveness of the board and the CEO are
interdependent.
 Boards forge a partnership characterized by
mutual trust, forthrightness and a common
commitment to the mission.
 CEOs provide Boards with tools and information
to govern. Welcome differing points of view and
strategic thinking at the Board table.

8. Constructive Partnership
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Delegate operations Trust, candor and respect Face and resolve
to the CEO problems early
Sharing good and bad news
Evaluate CEO annually Attract more qualified CEOs
Communication in and
Ensure fair and between meetings Retain talented
competitive compensation CEOs longer
Open and honest CEO
Develop a job description Change executive leadership
with and for the CEO Insightful tools and information at the right time

9. 2
Mission Driven
Exceptional Boards shape and uphold the
mission, articulate a compelling vision, and
ensure the congruence between decisions
and the core values.
 Exceptional Boards treat questions of mission,
vision and values as statements of crucial
importance to be drilled down and folded into
their deliberations.
 Recognize when it is necessary to change course
and help the CEO with the execution of change.

10. Mission Driven
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Articulate clear statement Use of mission, vision, Sharply address
of mission and values in decision making community needs
Uphold organizational values Congruence between Inspire staff to reframe
mission, vision and values and strategies and elevate goals
day to day work
Improve advocacy,
fundraising and marketing
Maximize the value of grants
and contributions

11. 3
Strategic Thinking
Exceptional Boards allocate time to what matters
most and continuously engage in strategic
thinking to hone the organization’s direction.
 They stay current with internal and external forces of
change.
 They look backwards and forward to understand
what has emerged and what is possible.
 Move away from report driven formats and toward
meaningful discussions that drive strategy.
 Members help clarify thorny problems, offer
breakthrough insights, present new ways of framing
challenges and generate strategic ideas.

12. Strategic Thinking
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Set direction Considerable time spent Become a strategic asset
on consequential issues and a source of leadership
Establish and review
strategic plans Constant strategic thinking Sharpen direction,
address difficult issues
Monitor performance Joint Board – Staff efforts to and identify opportunities
against plans frame and explore issues
Generate solutions
Alignment of agendas that are understood
and CEO goals and supported
with priorities

13. 4
Culture of Inquiry
Exceptional Boards institutionalize a culture of
inquiry, mutual respect and constructive
debate that leads to sound and shared
decision making.
 Members are well prepared in
advance, respectfully listen to, acknowledge
and solicit different points of view.
 Members synthesize and aggregate diverse
views to advance the dialogue.
 They seek information, question assumptions and
challenge conclusions.
 They tap into the collective expertise of the
members.

14. Culture of Inquiry
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Have members who work Mutual respect and trust Engage and energize
well with each other their members
Actively managed group dynamics
Receive and review Expose full
materials in advance Openness to questions, challenges range of opinions
and differences of opinion
Convene well organized Make better decisions
meetings Multiple sources of information
Own and support
Focus meetings on their decisions
fiduciary duties

15. 5
Independent - Mindedness
Exceptional Boards are independent minded.
When making decisions, Board members put
the interest of the organization above all else.
 Members establish a point of view separate from
the CEO, and set aside personal agendas.
 Effectively manage duality of interests through
appropriate conflict of interest practices.
 Members avoid undue influence by loyalty to
CEO, position, or reputation of fellow Board
members

16. Independent- Mindedness
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Adopt conflict of Unqualified loyalty Make decisions in the
interest policies best interest
Independent thinking drawn of the organization
Disclose and do not vote from multiple sources
on matters of Minimize risk of
personal interest Decision making free poor decisions
of undue influence and negative publicity
Rigorous conflict of interest
procedures

17. 6
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.

18. Ethos of Transparency
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Comply with government Active exchange between Alongside staff, feel connected
filing requirements Board and staff to the organization
Report annually on Openness with donors Cultivate relationships
accomplishments and and public with donors and stakeholders
use of funds
Whistle blower policies Earn public trust and support
to protect staff

19. 7
Compliance with Integrity
Exceptional Boards promote strong ethical
values and disciplined compliance by
establishing appropriate mechanisms for
active oversight.
 Ensure that an explicit set of ethical values. and
standards have been candidly discussed and
clearly communicated.
 Establish and monitor internal controls.

20. Compliance with Integrity
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Ensure compliance Financially attentive Judiciously allocate
with the law and astute and oversee resources
Board members
Approve budget Deeply understand
and review financial Vigorous oversight their organizations
performance
Proactive risk management Minimize risk
Obtain independent review
or audit of financials Auditors and compensation Display highest standards
consultants report to Board of ethical conduct
Ensure appropriate insurance
Revise bylaws as necessary

21. 8
Sustaining Resources
Exceptional Boards link bold visions and
ambitious plans to financial support, expertise
and networks of influence.
o Have financial plans aligned with strategic,
operating and development plans.
o Diversify and maximize sustainable revenue
sources. Develop and monitor a portfolio of
income streams.
o Ensure the existence of a strong internal
infrastructure and capacity.

22. Sustaining Resources
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Approve balanced budget Creative and diverse Generate increased revenue
Revenue sources
Accept fundraising Extend programmatic capacity
responsibilities and Enthusiasm for bold visions of organization
contribute personally And ambitious plans
Improve organization’s standing
Develop and Monitor Active involvement in solicitations in the community
Investments
Intellectual, social, political,
Promote organization And reputation capital
to the community

23. 9
Results Oriented
Exceptional Boards are results oriented. They
measure the organization’s advancement
towards mission and evaluate the
performance of the major programs and
services.
 Measure overall efficiency, effectiveness and
impact.
 Identify critical indicators that flow from the
organization’s mission, vision and strategic
priorities.
 Assess quality of service delivery, integrate
benchmarks and calculate return on
investments.
 Use information to make mid-course corrections,
changing and refreshing strategic and
operational plans as appropriate.

24. Results Oriented
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Monitor financial Incisive program evaluation Maximize resource utilization
performance without micromanaging
Meaningful performance metrics
Receive programmatic Focus on outcomes
updates Early issue identification not inputs
Benchmarking against peers Drive programmatic
activities to excellence

25. 10
Intentional Board Practices
Exceptional Boards intentionally structure
themselves to fulfill essential governance
duties and to support organizational priorities.
 They think explicitly about size, structure and
schedule of Board operations.
 They value efficiency and flexibility in leadership
structures.
 They invest in structures and practices that
transcend individual, document them for
institutional memory and adapt them to
changing circumstances.
 Exceptional Boards make meetings matter.

26. Intentional Board
Practices
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Design Board size, structures Intentional and strategic Engage in action oriented
and meetings to accomplish approach to Board results driven work
work of the Board operations
Use Board member time wisely
Document practices, policies Flexibility in response
and decisions to changing environment Reap full benefit of
members’ talents
Member assignments aligned
with priorities Connect to the work
of the organization
Executive sessions

27. 11
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.
 Members participate in a formal orientation and
continuous education.
 They embed learning opportunities into their
routine governance work.
 They learn from the organization’s history and
experiences.
 They undertake routine Board assessments to
evaluate their own performance.

28. Continuous Learning
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Orient new Board members Learning activities built Are well informed about
into Board work the external environment
Use Board member skills
Knowledge drawn Grow on the job, and contribute
from outside the boardroom at increasing levels
Board evaluation of individual Regularly upgrade
and collective performance their governing practices
28

29. 12
Revitalization
Exceptional Boards energize themselves
through planned turnover, thoughtful
recruitment and inclusiveness.
 Use term limits and a well defined process for
recruitment.
 Recognize that diversity and inclusiveness are
essential for success.
 Recognizing the importance of leadership
development and succession planning, they
groom chairs and officers through transparent
and participatory practices.

30. Revitalization
Responsible
Boards X The Source
Of Power = Exceptional
Boards
Recruit based on individual Clarify around expectations Know their roles and function
competencies and personal of Board members well as a group
connections
Diversity of perspectives Include important voices
Establish a committee at the Board table
to manage the recruitment Continuous recruitment
process Have a ready supply of
Thoughtful use of term renewals new Board members
Officer succession planning Experience smooth
leadership transitions