Holly Duckworth presented on leadership to the Association of Outdoor Recreation Educators (AORE). She discussed the roles and responsibilities of board members, directors, officers, and staff. Key points included understanding fiduciary duties like duty of care and avoiding conflicts of interest. Succession planning and engaging members were also covered. The session aimed to help participants better understand governance, rules, and their roles as leaders within their organization.

1. Leadership University
301
Holly Duckworth, CAE, CMP
@hduckworth
www.leadershipsolutionsintl.com

5. Do I have to give up my Chaco’s?

6. Do I have to wear one of these?

9. Leadership 301 Intentions:
Did I miss anything if I missed Leadership 101?
Did I miss anything if I missed Leadership 201?
Know what it takes to step onto the board and
become a director/officer
Learn more about leadership rules, regulations, and
governance
Succession Planning

10. Our Presenter today:
Holly Duckworth, CAE, CMP
2006 – 2007 MPI Chapter President
2007-2010 MPI Chapter Business
Manager
2010 Leadership Solutions International
National Speakers Association
2012 Finalist in NSA Speaking
Competition
American Society of Association
Executives
Certified Association Executive
Author CRP Handbook
ASAE Faculty

11. Leadership 101
Who are you as a leader
Competence Integrity Dependability
Confidence Open Minded Responsibility
Servant Leader Creative Communication
Patience Organization Time Mgt.
Outdoor recreation professionals as Leaders
Leaders Participate

12. Who are you as a Leader?
Wave the
magic wand
Tap your gavel?
@hduckworth #AORE

13. Leadership 201
What are you supposed to do as a leader
Set Direction
Manage Resources
Build a Team
Hold people accountable
@hduckworth #AORE

14. Successful Leaders:
Cut in
Care Create
small Celebrate
Solutions
pieces
@hduckworth #AORE

15. Know what it takes to step onto the
board and become a director/officer
@hduckworth #AORE

16. Member Engagement
Understand Motivations of the
person
Learn a skill
Share a skill

17. Members mean greater impact to your vision mission
Save organization time
Increase organizations revenues

18. Learn more about leadership rules,
regulations, and governance
The Perfect Board:
@hduckworth #AORE

20. 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?

21. 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

22. 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

23. “Directors are required to exercise their power with
competence (or skill) and diligence in the best interests of
the corporation.
They owe what is called a “fiduciary duty” to the corporation.
The duty is a “fiduciary” duty because the obligation to act
in the best interests of the corporation, at its core, is an
obligation of loyalty, honesty and good faith.”

24. 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”.

25. 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”).

26. 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?

27. 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
@hduckworth #AORE

28. 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 check 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

29. 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.

30. 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.
@hduckworth #AORE

31. 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.

32. 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.
@hduckworth #AORE

33. 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
@hduckworth #AORE

34. 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.
@hduckworth #AORE

35. 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.

36. 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.
@hduckworth #AORE

37. Role of Staff
Implement the Direction Set by the Board
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

38. Role of Staff is NOT
Micro managed decision making
Question decisions made
@hduckworth #AORE

39. Bylaws
You have one set of Bylaws as written by AORE
These are the rules by which you operate, your “constitution”

40. Bylaws
Bylaws govern:
What you are called
Where you operate (state/province/country)
What your objectives are
Who can be a member and member responsibilities

41. Bylaws
Bylaws also govern:
Meetings
Voting
Quorum
Procedure
Elections
Your governance structure
Board of Directors
Executive
Term of office
Removal of Board members
@hduckworth #AORE

42. Bylaws
Specific Committees
Nominations
Finance
Financial Operations
Dissolution of the organization

43. Policies

44. The Only Reason to have a Board
Meeting is:
To set/change policy or budget 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

45. The Perfect Board:
@hduckworth #AORE

46. An effective board of directors:
___EDUCATES____, ___________ and
___________________ and _________
how to achieve the organizations goals.

47. An effective board of directors:
___EDUCATES____, ___CONNECTS____ and
___________________ and _________ how to
achieve the organizations goals.

48. An effective board of directors:
EDUCATES, CONNECTS
______INSPIRES________ and _________
how to achieve the organizations goals.

49. An effective board of directors:
EDUCATES, CONNECTS
INSPIRES and ___DECIDES____ how to
achieve the organizations goals.

51. 9 Tips on Strategic Board
Conversations
Ask the right pe0ple
Put them in the right seats – clear job descriptions
Show them the way with documentation – bylaws, policies,
business plans, agendas
Documented vision they believe in
Keep pulling them back to 30,000 feet
Measurable goals (data)
Share with your members/partners
Show them how the logistical will get done if they are strategic
Celebrate Success

52. Succession Planning
Your board should start working themselves out of a
volunteer job the day you accept it
Build bench strength with
committees, co-chairs,
and ad hoc volunteers

53. Why Succession Planning

54. Secret Millionaire
@hduckworth

55. @hduckworth
What do you
see today?
What you visualize, you will actualize

56. Leadership 301 Intentions:
Did I miss anything if I missed Leadership 101?
Did I miss anything if I missed Leadership 201?
Know what it takes to step onto the board and
become a director/officer
Learn more about leadership rules, regulations, and
governance
Succession Planning

57. Role of the Board of Directors

58. @hduckworth #AORE

59. @hduckworth #AORE

60. @hduckworth #AORE

62. Thank you!
Holly Duckworth, CAE, CMP
www.hollyduckworth.com
www.leadershipsolutionsintl.com
503 887 4112
@hduckworth