This document provides guidance on developing bylaws for nonprofit and public boards. It discusses key elements to include such as the board's size, selection process, terms and voting procedures. For public boards, bylaws are not required but are recommended to establish standard operating rules. The document outlines relevant Wyoming statutes and differences between nonprofit and public boards. It emphasizes that bylaws should reflect the organization's mission and define duties, authority limits and standard procedures.
The document discusses effective committees and provides best practices for developing successful committees. It defines what a committee is and their role in assisting the board. Key elements for effective committees include establishing clear charters and member roles and responsibilities, providing orientation for new members, recognizing member contributions, and involving members in planning. Regular communication, adherence to agendas, and surveys to collect feedback can also help ensure committee success. Reasons a committee may falter include unclear purpose and roles, lack of focus in discussions, and declining participation.
When a Board of Directors serves in a governing capacity (e.g. for a non-profit, a public agency, or a corporation), the Board needs to act in certain ways in order to assure high levels of performance throughout the organization. This tool lays out the five habits of high-performing governing boards.
This document discusses how to make committees more effective. It outlines reasons why committees may be ineffective, such as a lack of focus or direction. It then provides guidance on the responsibilities of the committee chair and members to make committees run smoothly. These responsibilities include setting agendas, allowing members to contribute, selecting new members, and ensuring accountability. The document advocates for committees to have clear written purposes, effective leadership, and thoughtfully appointed members in order to be truly effective.
The document provides information on the roles and responsibilities of nonprofit boards. It discusses that boards have two key roles of legal compliance and adding value to the organization. The board is responsible for providing continuity, selecting leadership, governing through policies and objectives, acquiring resources, and being accountable. Board members should have relevant skills and commit time to meetings, committees, and oversight duties while avoiding conflicts of interest. The board and CEO share some responsibilities like planning and promoting the organization, while operational duties fall more to the CEO and staff. The document stresses the importance of the board focusing on governance rather than micromanaging the day-to-day operations.
The document discusses how to build a strong and healthy nonprofit board of directors. It explains that people join boards for various reasons like using their skills and talents, contributing to a cause, and networking. Issues can arise when boards are not properly managed, such as lack of involvement in decision making. The document emphasizes defining roles and responsibilities through effective policies and board design that aligns members' expertise with organizational needs. It provides examples of board structures, position profiles, and committee responsibilities to help structure an effective board.
The document provides an overview of key concepts related to nonprofit board governance. It discusses that a nonprofit board's main roles include determining the organization's mission and strategic direction, overseeing finances and the executive director, ensuring adequate resources, and enhancing public standing. The board is responsible for selecting the executive director and providing support and performance reviews. Additional responsibilities involve financial oversight, operations oversight, and organizational development. Effective board governance requires regular evaluation of the board's performance in fulfilling its duties.
The document discusses effective committees and provides best practices for developing successful committees. It defines what a committee is and their role in assisting the board. Key elements for effective committees include establishing clear charters and member roles and responsibilities, providing orientation for new members, recognizing member contributions, and involving members in planning. Regular communication, adherence to agendas, and surveys to collect feedback can also help ensure committee success. Reasons a committee may falter include unclear purpose and roles, lack of focus in discussions, and declining participation.
When a Board of Directors serves in a governing capacity (e.g. for a non-profit, a public agency, or a corporation), the Board needs to act in certain ways in order to assure high levels of performance throughout the organization. This tool lays out the five habits of high-performing governing boards.
This document discusses how to make committees more effective. It outlines reasons why committees may be ineffective, such as a lack of focus or direction. It then provides guidance on the responsibilities of the committee chair and members to make committees run smoothly. These responsibilities include setting agendas, allowing members to contribute, selecting new members, and ensuring accountability. The document advocates for committees to have clear written purposes, effective leadership, and thoughtfully appointed members in order to be truly effective.
The document provides information on the roles and responsibilities of nonprofit boards. It discusses that boards have two key roles of legal compliance and adding value to the organization. The board is responsible for providing continuity, selecting leadership, governing through policies and objectives, acquiring resources, and being accountable. Board members should have relevant skills and commit time to meetings, committees, and oversight duties while avoiding conflicts of interest. The board and CEO share some responsibilities like planning and promoting the organization, while operational duties fall more to the CEO and staff. The document stresses the importance of the board focusing on governance rather than micromanaging the day-to-day operations.
The document discusses how to build a strong and healthy nonprofit board of directors. It explains that people join boards for various reasons like using their skills and talents, contributing to a cause, and networking. Issues can arise when boards are not properly managed, such as lack of involvement in decision making. The document emphasizes defining roles and responsibilities through effective policies and board design that aligns members' expertise with organizational needs. It provides examples of board structures, position profiles, and committee responsibilities to help structure an effective board.
The document provides an overview of key concepts related to nonprofit board governance. It discusses that a nonprofit board's main roles include determining the organization's mission and strategic direction, overseeing finances and the executive director, ensuring adequate resources, and enhancing public standing. The board is responsible for selecting the executive director and providing support and performance reviews. Additional responsibilities involve financial oversight, operations oversight, and organizational development. Effective board governance requires regular evaluation of the board's performance in fulfilling its duties.
This document discusses improving nonprofit board governance through implementing policy governance. It recommends that boards identify their current type of governance and goals, write down policies in key areas like organizational mission and board operations, and adopt best practices from effective boards. The overall message is that transitioning to policy governance through establishing clear written policies and using best practices can help boards function more effectively and reduce frustrations.
Board development for non profit organizationsRachel Weber
This document provides an overview of a board development workshop for non-profit organizations. The workshop covers understanding the board's role, recruiting and retaining board members, strengthening the board, and best practices for communication. It discusses determining board members' fit, retaining them through manuals and strategic plans, and creating a collective vision. For communication, it emphasizes listening, asking open-ended questions, and making meetings effective through clear objectives, participation, and summarization. The goal is to help non-profit boards function productively through leadership, planning, and cooperation.
This document provides guidance on effectively managing a board of directors. It discusses key roles and responsibilities of the board, chairman, and CEO. It outlines best practices for board governance including implementing board charters, conducting director onboarding, and establishing annual work plans. The document warns of common mistakes like over-reliance on the board for strategic leadership. It also provides tips for pre-meeting preparation, maximizing engagement and decision-making at meetings, and maintaining strong relationships with directors. The overall message is that properly governing the board allows it to serve as a valuable strategic resource to the organization.
This document discusses the role of nonprofit boards in fundraising. It begins by outlining board responsibilities, including legal and fiduciary duties. It then discusses various ways boards can engage in fundraising, from making financial contributions to directly soliciting donors. It acknowledges that boards often have concerns about fundraising and provides tips for overcoming these concerns. Finally, it provides recommendations for strengthening boards through effective recruitment, commitment processes, and board development resources. The overall message is that boards play an important role in fundraising and various strategies can help boards more fully participate.
The document discusses the importance and roles of boards for nonprofit organizations. It provides three key reasons why nonprofits need boards:
1) Legal reasons - State laws require nonprofits to have boards that assume fiduciary responsibility and liability for the organization.
2) Ethical reasons - Boards create structure to ensure the public and members that the organization will do things rightly and do the right thing.
3) Practical reasons - Boards provide oversight, supervision, continuity as individuals come and go, and representation of members.
Compliance And Governance For Not For Profit Board Membersj3adams
This document discusses the compliance and governance responsibilities of not-for-profit board members. It covers topics such as fiscal oversight duties including duty of care, loyalty and obedience. It also discusses accounting systems, internal controls, financial statements, audit requirements and compliance with regulations for not-for-profits. The presentation provides an overview of the roles and responsibilities of not-for-profit boards to ensure proper financial oversight, reporting and compliance.
NYCON Presentation Recruitment and Retention Strategies for Boards April 7th ...Andrew Marietta
This document provides guidance on strategies for recruiting and retaining effective board members. It outlines key learning objectives around board assessment, recruitment, and development processes. Some highlights include:
- The importance of understanding what motivates board members and keeping them engaged through leadership opportunities, appreciation, and ongoing education.
- Tools for evaluating board performance at both the individual and group level to identify strengths and areas for improvement.
- Best practices for recruiting new members through networking, clear role definitions, and transparent conversations about organizational needs and time commitments.
- Strategies for orientation, onboarding, and ongoing support to integrate new members and retain existing ones through respect, efficiency, and growth opportunities.
Effective of board and assessment of boardSami Swati
This document discusses effective boards and how to assess them. It outlines the roles and authorities of boards, including overseeing management and setting company policies. Factors that contribute to effective boards are also presented, such as developing strategy and managing risk. Barriers to effective boards include unclear roles, poor communication, and lack of strategic planning. The document recommends that boards conduct self-assessments to evaluate performance, identify weaknesses, and develop improvement plans.
Presentation on Governance of nonprofit in CSO Partners Workshop "Opportunities in Challenging Times - A Workshop for NGOs" held on September 14-15, 2009 at Secunderabad
The document provides best practices for board leadership and communication based on a presentation given to the Ruidoso Downs Economic Development Group. It discusses concepts like focusing on strengths, celebrating successes, and simplifying messages for leadership. For communication, it recommends listening skills, avoiding criticism, and making meetings effective through agendas, participation, and summaries. The goal is to provide guidance for transparent, strategic, and mission-driven governance.
The Leadership Role of Nonprofit Boardsjoanminasian
Nonprofit boards play a vital leadership role but many are ineffective due to unclear roles and responsibilities between the board and staff, lack of training and education, and insufficient diversity. Effective boards orient new members, provide ongoing training, have diverse perspectives, and foster strong relationships between the CEO and board. To improve governance, boards must define roles, embrace diversity, and focus on ongoing learning rather than looking externally for solutions. Fluid governance models with mentorship and 21st century thinking can help boards maximize their leadership potential.
Surf’s Up: Moving from the Board That You Have to the Board That You Need FCSanFrancisco
The way a nonprofit and its board develops over time are often out of sync, causing disconnect and difficult dynamics. Has your beginning nonprofit grown into the middle stage, with your board remaining at the kitchen table level? Or has your board’s development outpaced your nonprofit’s, causing expectations that lead to frustration for all parties? In this interactive training, we will look at classic stages of board and nonprofit development and what happens when they are not aligned. You’ll have the opportunity to identify your board and organizations developmental stage, and we will then focus how to align them to generate harmonious enthusiasm and engagement. Highly recommended for board members and executive directors.
Lisa Hoffman brings 25 years of experience and success to nonprofit fund and board development, facilitation, and coaching.
This document discusses developing a high performing nonprofit board. It outlines 10 basic responsibilities of nonprofit boards including determining mission and purpose, selecting the chief executive, ensuring planning and resources. It discusses conducting board assessments to evaluate performance and identify areas for improvement. The document provides guidance on board recruitment including using a grid to identify needed skills. It also covers developing strong board committees and processes for "firing" underperforming board members. The document concludes with recommendations for taking the board to the next level through improvements like board manuals, meeting processes, and continuing education.
This document discusses different types of organization structures, including line, functional, line and staff, matrix, and committee structures. It provides details on the key characteristics of each structure and lists their main advantages and disadvantages. The main types covered are line (simplest form with owner making decisions), functional (divided by specialized functions), line and staff (combines line executives and staff experts), matrix (divided by functions and projects), and committee (group discusses problems and solutions).
A successful nonprofit organization must have a responsible and engaged board of directors. This workshop will address fundamental nonprofit governance concepts including board members’ roles and responsibilities, board policies, and financial and legal oversight.
NYMACC 2011 Roles and Responsibilities for Your Arts Organization BoardAndrew Marietta
The document discusses the roles and responsibilities of nonprofit organization boards. It outlines that board members are responsible for advancing the organization's mission responsibly, acting as fiduciaries, exercising duties of care, obedience and loyalty. Board roles include oversight of finances, personnel, programs and planning. Effective boards establish clear policies and accountability structures.
A board of directors oversees the activities of a company and is made up of individuals with relevant expertise. They play an important governance and oversight role. Different types of boards include policy boards, collective boards, and working boards. Effective boards are team-oriented, independent, and encourage open discussion to achieve results. Board performance should be regularly evaluated to assess achievement of objectives, skills, and individual member contributions.
The document provides guidance for chairs of National Academies study committees, outlining their roles as a leader, facilitator, and team builder for the committee; principal architect and integrator of the committee's report; adviser to the study director; and chief spokesperson representing the committee. Effective chairs set clear expectations, guide discussions toward consensus, and model the serious commitment expected from committee members to produce a novel report. The document offers tips for chairs to prepare for their role, including conferring with staff on the committee's charge and work plan before the first meeting.
This document outlines the roles and responsibilities of a board of directors for an association management division. It discusses three key roles of the board: maintaining a fiduciary relationship with the community, making judicial decisions, and acting as a guiding body. It also covers legal considerations, officer roles like the president and secretary, effective board meetings, and the manager's role in supporting the board. The manager acts as a support staff, professional advisor, and facilitator to assist the board in their duties.
The document discusses organizational structure and different types of structures. It explains that an organizational structure determines relationships between functions and positions, delegates roles and responsibilities, and arranges lines of authority and communication. The main types of structures discussed are tall, flat, virtual, and boundaryless structures. Tall structures have many management levels while flat structures focus on empowering employees. Virtual structures use technology to connect people who interact electronically. Boundaryless structures are flexible and encourage integration.
We are born in nonprofit hospitals, we leave our children in nonprofit child care, we are educated at nonprofit schools and universities, and we come together in nonprofits seeking social justice, we are inspired in nonprofit museums and theatres, we worship in nonprofit churches, synagogues and mosques and we rely on nonprofits when challenges confront families and tragedy strikes our communities.
The nonprofit sector is like air -- it is all around us.
The document discusses the UK government's review of corporate governance, outlining various options being considered to reform executive pay, give greater voice to employees and consumers in company decision-making, and raise governance standards in large private companies. It provides details on the objectives of the review, potential policies regarding executive remuneration and stakeholder engagement, and the next steps following the general election.
This document discusses improving nonprofit board governance through implementing policy governance. It recommends that boards identify their current type of governance and goals, write down policies in key areas like organizational mission and board operations, and adopt best practices from effective boards. The overall message is that transitioning to policy governance through establishing clear written policies and using best practices can help boards function more effectively and reduce frustrations.
Board development for non profit organizationsRachel Weber
This document provides an overview of a board development workshop for non-profit organizations. The workshop covers understanding the board's role, recruiting and retaining board members, strengthening the board, and best practices for communication. It discusses determining board members' fit, retaining them through manuals and strategic plans, and creating a collective vision. For communication, it emphasizes listening, asking open-ended questions, and making meetings effective through clear objectives, participation, and summarization. The goal is to help non-profit boards function productively through leadership, planning, and cooperation.
This document provides guidance on effectively managing a board of directors. It discusses key roles and responsibilities of the board, chairman, and CEO. It outlines best practices for board governance including implementing board charters, conducting director onboarding, and establishing annual work plans. The document warns of common mistakes like over-reliance on the board for strategic leadership. It also provides tips for pre-meeting preparation, maximizing engagement and decision-making at meetings, and maintaining strong relationships with directors. The overall message is that properly governing the board allows it to serve as a valuable strategic resource to the organization.
This document discusses the role of nonprofit boards in fundraising. It begins by outlining board responsibilities, including legal and fiduciary duties. It then discusses various ways boards can engage in fundraising, from making financial contributions to directly soliciting donors. It acknowledges that boards often have concerns about fundraising and provides tips for overcoming these concerns. Finally, it provides recommendations for strengthening boards through effective recruitment, commitment processes, and board development resources. The overall message is that boards play an important role in fundraising and various strategies can help boards more fully participate.
The document discusses the importance and roles of boards for nonprofit organizations. It provides three key reasons why nonprofits need boards:
1) Legal reasons - State laws require nonprofits to have boards that assume fiduciary responsibility and liability for the organization.
2) Ethical reasons - Boards create structure to ensure the public and members that the organization will do things rightly and do the right thing.
3) Practical reasons - Boards provide oversight, supervision, continuity as individuals come and go, and representation of members.
Compliance And Governance For Not For Profit Board Membersj3adams
This document discusses the compliance and governance responsibilities of not-for-profit board members. It covers topics such as fiscal oversight duties including duty of care, loyalty and obedience. It also discusses accounting systems, internal controls, financial statements, audit requirements and compliance with regulations for not-for-profits. The presentation provides an overview of the roles and responsibilities of not-for-profit boards to ensure proper financial oversight, reporting and compliance.
NYCON Presentation Recruitment and Retention Strategies for Boards April 7th ...Andrew Marietta
This document provides guidance on strategies for recruiting and retaining effective board members. It outlines key learning objectives around board assessment, recruitment, and development processes. Some highlights include:
- The importance of understanding what motivates board members and keeping them engaged through leadership opportunities, appreciation, and ongoing education.
- Tools for evaluating board performance at both the individual and group level to identify strengths and areas for improvement.
- Best practices for recruiting new members through networking, clear role definitions, and transparent conversations about organizational needs and time commitments.
- Strategies for orientation, onboarding, and ongoing support to integrate new members and retain existing ones through respect, efficiency, and growth opportunities.
Effective of board and assessment of boardSami Swati
This document discusses effective boards and how to assess them. It outlines the roles and authorities of boards, including overseeing management and setting company policies. Factors that contribute to effective boards are also presented, such as developing strategy and managing risk. Barriers to effective boards include unclear roles, poor communication, and lack of strategic planning. The document recommends that boards conduct self-assessments to evaluate performance, identify weaknesses, and develop improvement plans.
Presentation on Governance of nonprofit in CSO Partners Workshop "Opportunities in Challenging Times - A Workshop for NGOs" held on September 14-15, 2009 at Secunderabad
The document provides best practices for board leadership and communication based on a presentation given to the Ruidoso Downs Economic Development Group. It discusses concepts like focusing on strengths, celebrating successes, and simplifying messages for leadership. For communication, it recommends listening skills, avoiding criticism, and making meetings effective through agendas, participation, and summaries. The goal is to provide guidance for transparent, strategic, and mission-driven governance.
The Leadership Role of Nonprofit Boardsjoanminasian
Nonprofit boards play a vital leadership role but many are ineffective due to unclear roles and responsibilities between the board and staff, lack of training and education, and insufficient diversity. Effective boards orient new members, provide ongoing training, have diverse perspectives, and foster strong relationships between the CEO and board. To improve governance, boards must define roles, embrace diversity, and focus on ongoing learning rather than looking externally for solutions. Fluid governance models with mentorship and 21st century thinking can help boards maximize their leadership potential.
Surf’s Up: Moving from the Board That You Have to the Board That You Need FCSanFrancisco
The way a nonprofit and its board develops over time are often out of sync, causing disconnect and difficult dynamics. Has your beginning nonprofit grown into the middle stage, with your board remaining at the kitchen table level? Or has your board’s development outpaced your nonprofit’s, causing expectations that lead to frustration for all parties? In this interactive training, we will look at classic stages of board and nonprofit development and what happens when they are not aligned. You’ll have the opportunity to identify your board and organizations developmental stage, and we will then focus how to align them to generate harmonious enthusiasm and engagement. Highly recommended for board members and executive directors.
Lisa Hoffman brings 25 years of experience and success to nonprofit fund and board development, facilitation, and coaching.
This document discusses developing a high performing nonprofit board. It outlines 10 basic responsibilities of nonprofit boards including determining mission and purpose, selecting the chief executive, ensuring planning and resources. It discusses conducting board assessments to evaluate performance and identify areas for improvement. The document provides guidance on board recruitment including using a grid to identify needed skills. It also covers developing strong board committees and processes for "firing" underperforming board members. The document concludes with recommendations for taking the board to the next level through improvements like board manuals, meeting processes, and continuing education.
This document discusses different types of organization structures, including line, functional, line and staff, matrix, and committee structures. It provides details on the key characteristics of each structure and lists their main advantages and disadvantages. The main types covered are line (simplest form with owner making decisions), functional (divided by specialized functions), line and staff (combines line executives and staff experts), matrix (divided by functions and projects), and committee (group discusses problems and solutions).
A successful nonprofit organization must have a responsible and engaged board of directors. This workshop will address fundamental nonprofit governance concepts including board members’ roles and responsibilities, board policies, and financial and legal oversight.
NYMACC 2011 Roles and Responsibilities for Your Arts Organization BoardAndrew Marietta
The document discusses the roles and responsibilities of nonprofit organization boards. It outlines that board members are responsible for advancing the organization's mission responsibly, acting as fiduciaries, exercising duties of care, obedience and loyalty. Board roles include oversight of finances, personnel, programs and planning. Effective boards establish clear policies and accountability structures.
A board of directors oversees the activities of a company and is made up of individuals with relevant expertise. They play an important governance and oversight role. Different types of boards include policy boards, collective boards, and working boards. Effective boards are team-oriented, independent, and encourage open discussion to achieve results. Board performance should be regularly evaluated to assess achievement of objectives, skills, and individual member contributions.
The document provides guidance for chairs of National Academies study committees, outlining their roles as a leader, facilitator, and team builder for the committee; principal architect and integrator of the committee's report; adviser to the study director; and chief spokesperson representing the committee. Effective chairs set clear expectations, guide discussions toward consensus, and model the serious commitment expected from committee members to produce a novel report. The document offers tips for chairs to prepare for their role, including conferring with staff on the committee's charge and work plan before the first meeting.
This document outlines the roles and responsibilities of a board of directors for an association management division. It discusses three key roles of the board: maintaining a fiduciary relationship with the community, making judicial decisions, and acting as a guiding body. It also covers legal considerations, officer roles like the president and secretary, effective board meetings, and the manager's role in supporting the board. The manager acts as a support staff, professional advisor, and facilitator to assist the board in their duties.
The document discusses organizational structure and different types of structures. It explains that an organizational structure determines relationships between functions and positions, delegates roles and responsibilities, and arranges lines of authority and communication. The main types of structures discussed are tall, flat, virtual, and boundaryless structures. Tall structures have many management levels while flat structures focus on empowering employees. Virtual structures use technology to connect people who interact electronically. Boundaryless structures are flexible and encourage integration.
We are born in nonprofit hospitals, we leave our children in nonprofit child care, we are educated at nonprofit schools and universities, and we come together in nonprofits seeking social justice, we are inspired in nonprofit museums and theatres, we worship in nonprofit churches, synagogues and mosques and we rely on nonprofits when challenges confront families and tragedy strikes our communities.
The nonprofit sector is like air -- it is all around us.
The document discusses the UK government's review of corporate governance, outlining various options being considered to reform executive pay, give greater voice to employees and consumers in company decision-making, and raise governance standards in large private companies. It provides details on the objectives of the review, potential policies regarding executive remuneration and stakeholder engagement, and the next steps following the general election.
This document summarizes the findings from a consultation on minute taking practices. Key findings include:
- Minute taking is a difficult and time-consuming task that is often undervalued. There is no single correct approach.
- Minutes should provide an accurate, impartial record of the meeting to document decisions and reasoning. They need enough context for future reference.
- The company secretary is responsible for drafting minutes, but the chairman and board confirm accuracy. Good skills for a minute taker include listening, summarizing arguments accurately, and identifying relevant parts of discussions.
- Detail in minutes depends on organizational needs and regulatory requirements, but they should include key discussion points, decisions made, and agreed actions. Dissent
Social & Ethics Committees under the South African Companies ActAshley Eaton
This document provides guidance on establishing and implementing an effective Social and Ethics Committee as required by the South African Companies Act. It discusses the legal requirements, recommendations from influential bodies, and considerations for developing terms of reference, an annual agenda, reporting framework, and the secretary's role in facilitating the committee. The overall aim is to ensure the committee fulfills its mandate to monitor social, economic, ethical, and environmental issues in a meaningful way.
Charity company secretary slides stone king llpCaroline Leviss
This document outlines an agenda for a company secretary forum on getting it right as a charity company secretary. It discusses company law requirements for charitable companies, including that they are normally limited by guarantee, must be governed by the Charities Act 2011 and Companies Act 2006, and cannot distribute profits to members. The roles of members and trustees are explained. Key aspects of articles of association are covered. The role and responsibilities of the company secretary are defined. Finally, common Companies House forms and registration requirements are reviewed.
This document summarizes a presentation about effective management for nonprofit organizations. It discusses governance, compliance, accountability, and threats to nonprofit success. Key topics included corporate formalities like articles of incorporation and bylaws; compliance with IRS, state, and employment regulations; financial accountability policies; and risk management strategies like insurance. The presentation emphasized the duties of board members, importance of transparency and financial controls, and preventing issues like embezzlement through policies and independent financial reviews.
The document discusses the importance and roles of boards for nonprofit organizations. It provides legal, ethical, and practical reasons for establishing boards, including to assume fiduciary responsibility, ensure the organization acts ethically, and provide continuity. Board members have important legal duties to care for and be loyal to the organization. The document outlines expectations and responsibilities for board service, such as advising on policy, oversight of finances and programs, and promotion of the organization. It details the roles of officers like the president and committees in governing board affairs.
The document discusses key considerations for regulating pension funds. It covers the distinction between regulation, which establishes rules, and supervision, which involves oversight and enforcement. It outlines why pension funds require different regulation than other savings instruments due to risks like old age poverty. The main aspects of regulation common across systems include rules on fund structure and organization, operation, and supervision. The document also compares the regulatory approaches of Latin American versus Anglo-American pension systems.
Good minuting is deceptively difficult and time consuming. ICSA's guidance for minute-takers provides up-to-date expert advice about all aspects of the process.
Attendees joined Peter Swabey FCIS, ICSA Policy and Research Director, to hear more about the principles and practice of successful minute taking, and the consultation that informed the guidance.
The document summarizes key points from an ICSA Guernsey Conference on minute taking. It includes an agenda with presentations on the art of minute taking based on new ICSA guidance, and a practical workshop on cyber security. The minute taking presentation discusses what minutes are for, who is responsible for them, drafting considerations like level of detail, naming names, and dissent. It provides guidance but notes there is no single right approach. The cyber security workshop stresses the importance of securing both technology and humans, understanding threats, and having basic security measures like regular training, patching, and access controls in place.
This document provides guidance on developing agendas and taking minutes for local government meetings. It discusses the purpose and elements of agendas, including who is responsible for setting the agenda and providing public access. It also covers the purpose and content of meeting minutes, including what should and should not be included according to statutes and best practices. Recommendations are provided for formatting agendas, noticing meetings, addressing reports and decisions, and handling approvals and corrections of minutes.
The document summarizes a conference on corporate governance held in Jersey on April 27th. It discusses the following:
1. Welcome and introduction by Robert Le Corre, Chair of ICSA Jersey Branch Council.
2. A talk on the UK Government's review of corporate governance by Chris Hodge from ICSA. He discusses the various bodies and their roles in regulating corporate governance.
3. A session on maximizing skills in the workplace with representatives from DMJ Recruitment and Intertrust discussing how compliance professionals can increase their value and responsibilities at work through career planning, taking on more work, and career development risks.
This document summarizes the findings of a consultation on best practices for minute taking. The consultation received 89 responses and over 2,700 answers to 31 questions. Key findings include that minute taking is a difficult and time-consuming task that is often undervalued. There is no single correct approach, and context and preferences of each board matter. Minutes should provide an accurate record of decisions and context to understand decisions for future reference. Good skills for minute takers include listening, summarizing arguments accurately, and having confidence to stand firm on the record. The full board is responsible for accuracy, and draft minutes should be clearly marked as such.
Local Officer Online Orientation_Updated OCT 2018 by SSS.pptxetebarkhmichale
THE HIDDEN POWER OF
UNIVERSAL LAWS
Contents
Introduction 2
Chapter - 1 3
The Law of Attraction 3
Chapter 2 4
Your Thoughts Control You 4
Chapter 3 5
Visualize Your Thoughts 5
Chapter 4 5
The Law of Vibration 5
Chapter 5 5
Chapter 6 5
Understanding Karma 5
Chapter 7 6
Chapter 8 7
The Law of Love 7
Chapter 9 7
The Law of Allowing 7
Chapter 10 7
Summary 7
Introduction
In life, there are universal laws that govern everything we do. These laws are so perfect that if you were to align yourself with them, you could have so much prosperity that it would be coming out of your ears. This is because God created the universe in the image and likeness of him. It is failure to follow the universal laws that causes one to fail. The laws that were created consisted of the following: ·
Law of Gratitude: The Law of Gratitude states that you must show gratitude for what you have. By having gratitude, you speed your growth and success faster than you normally would. This is because if you appreciate the things you have, even if they are small things, you are open to receiving more.
Law of Attraction: The Law of Attraction states that if you focus your attention on something long enough you will get it. It all starts in the mind. You think of something and when you think of it, you manifest that in your life. This could be a mental picture of a check or actual cash, but you think about it with an image.
Law of Karma: the Law of Karma states that if you go out and do something bad, it will come back to you with something bad. If you do well for others, good things happen to you. The principle here is to know you can create good or bad through your actions. There will always be an effect no matter what.
Law of Love: the Law of Love states that love is more than emotion or feeling; it is energy. It has substance and can be felt. Love is also considered acceptance of oneself or others. This means that no matter what you do in life if you do not approach or leave the situation out of love, it won't work.
Law of Allowing: The Law of Allowing states that for us to get what we want, we must be receptive to it. We can't merely say to the Universe that we want something if we don't allow ourselves to receive it. This will defeat our purpose for wanting it in the first place.
Law of Vibration: the Law of Vibration states that if you wish on something and use your thoughts to visualize it, you are halfway there to get it. To complete the cycle you must use the Law of Vibration to feel part of what you want. Do this and you'll have anything you want in life.
For everything to function properly there has to be structure. Without structure, our world, or universe, would be in utter chaos. Successful people understand universal laws and apply them daily. They may not acknowledge that to you, but they do follow the laws. There is a higher power and this higher power controls the universe and what we get out of it. People who know this, but wish to direct their own lives, follow
This document discusses different types of rulemaking procedures used by federal agencies in the United States. It describes informal rulemaking (also called notice-and-comment rulemaking), formal rulemaking, and hybrid rulemaking. Informal rulemaking, governed by Section 553 of the Administrative Procedure Act, involves an agency publishing a notice of proposed rulemaking, accepting public comments, and then issuing a final rule. Formal rulemaking, guided by Sections 556 and 557, involves a trial-like hearing process. Hybrid rulemaking incorporates additional procedures beyond informal rulemaking to prevent arbitrary rules from being issued.
The rules governing what non-profits are allowed to do with respect to legislation can be confusing and downright frightening with the threat of losing your non-profit status if you do the wrong thing. Anne will cover the basic definitions and rules of advocacy and lobbying. She will highlight some of the main considerations each group should make and encourage discussion on why non-profit groups should take advantage of lobbying.
This document summarizes a presentation on directors' duties under UK company law. It outlines the statutory and common law duties directors owe to their companies, including the duty to act within their powers, promote the success of the company, exercise independent judgment, use reasonable care and skill, avoid conflicts of interest, not accept benefits from third parties, and declare interests in proposed transactions. It notes some of the difficulties and potential conflicts local authority nominees face as directors. It provides examples of common conflicts and recommends measures directors can take like being familiar with their obligations, ensuring proper governance, and declaring any potential conflicts of interest.
This document discusses financial issues in later life. It begins by listing references on topics like retirement planning strategies, creating retirement income, and managing retirement savings. It then discusses the importance of financial resilience to withstand life events. Some common financial challenges in later life like unemployment, health issues, death of a spouse, and investment losses are outlined. Strategies to increase financial resilience such as maintaining emergency savings, keeping skills sharp, and practicing healthy habits are provided. The document also discusses catch-up retirement planning strategies for those who got a late start on saving. Creating a regular "retirement paycheck" through withdrawal strategies, annuities, reverse mortgages or continued part-time work is presented as a way to manage finances in
Will you go over budget this holiday season? How will you know? Learn how to budget for periodic expenses. Learn how to track spending so you know how much you have to spend.
The proper methods and considerations involved in passing on personal items are often missed in estate planning. Who will get Dad's pipe or Mom's china set? Some guidelines to assist in passing personal property in Wyoming.
After a person passes away, their family, attorney, and personal representative have many legal steps to complete to close out the deceased's affairs. This can take months or years depending on the complexity of the estate. The personal representative must navigate federal and state laws to complete tasks like reporting the death, locating important documents, canceling subscriptions, protecting assets, paying debts and benefits, filing probate documents, settling with creditors, and filing a final report to close out the estate. Completing all of these steps properly is required by law.
This document provides an introduction to estate planning. It discusses key estate planning tools like wills, durable powers of attorney, healthcare directives, trusts, and beneficiary designations. The document outlines how property is transferred when a person dies with or without a will, and explains important legal requirements for wills in Wyoming. It also summarizes procedures for probate, appointing guardians, and distributing remains. The document aims to explain major considerations and options for estate planning.
This document provides guidance for parents on helping their children find summer jobs and earn money through chores. It recommends websites for finding summer job opportunities, developing a resume and reference list, and preparing for interviews. Tips are provided on starting an allowance system for younger children through chore charts and increasing responsibilities. The document also covers tax obligations, opening a savings account, and establishing good financial habits from an early age.
The document discusses the role and responsibilities of a personal representative, who is appointed to carry out the directions in a will and settle an estate according to the deceased person's wishes. As a fiduciary, the personal representative has numerous legal and financial duties, including notifying beneficiaries, collecting assets, paying debts and taxes, and distributing the remaining estate. It is important to carefully choose a personal representative who has the time, skills, trustworthiness and willingness to take on these responsibilities.
After determining spending patterns and needs, setting well-thought-out financial goals is important. Goals are determined by our values and circumstances. Values influence the choices we make about money. Knowing your values makes it easier to create a financial plan and set goals. Goals should be specific, measurable, attainable, realistic, and time-bound to be effective. Both short-term and long-term goals are important to consider when planning finances.
This document provides information to help consumers protect themselves from various types of fraud. It discusses common fraud scams like phishing emails, lottery scams, work-from-home scams, and investment scams. The document outlines warning signs of fraud and tips to avoid becoming a victim, such as being suspicious of unsolicited offers that promise prizes, keeping financial documents secure, and not providing personal information to unknown callers. Consumers are advised to properly research any business or investment opportunity to verify it is legitimate before agreeing to anything.
The document provides guidance for mediators on effectively facilitating the mediation process, including gathering information from parties, setting up the physical space, preparing supplies, handling unexpected attendees, knowing the mediation process, appearance and greetings, and providing an opening statement that orients parties to the purpose and process. The mediator is advised to use open-ended questions to understand each party's perspective and issues, establish ground rules, and work towards developing a list of issues and potential solutions.
This document provides an overview of strategic planning for boards. It defines strategic planning as a deliberative process to make fundamental decisions that guide an organization. The key components of strategic planning include developing a mission, values, vision, and SWOC analysis. Goals and objectives are created at the strategic, tactical, and operational levels. An implementation plan and monitoring system are also important parts of the strategic planning process. The overall process helps organizations address challenges and enhances learning to effectively achieve their missions.
Choosing Your Estate Personal RepresentativeBill Taylor
This document discusses the role and responsibilities of a personal representative (PR), who is responsible for settling a deceased person's estate. It explains that choosing a PR is important as it can mean the difference between a smooth or problematic estate settlement. The duties of a PR include locating important documents, notifying relevant parties, managing assets, paying debts and taxes, and distributing assets to beneficiaries. Qualities of a good PR include availability, trustworthiness, and relevant skills. The document provides questions to consider when choosing a PR and recommends notifying your chosen representative.
This document provides a 3-step process for having difficult conversations:
1. Gain clarity by thinking carefully about the message and removing feelings.
2. Overrule avoidance by asking if the conversation will help the other person and ensure the message is consistent with your reputation.
3. Execute the message with directness and sensitivity by stating issues as "I" messages rather than accusations and getting straight to the point.
1. The Wyoming Open Meetings Law requires that meetings of public agencies be open to the public, with certain exceptions. The purpose is to ensure government business is conducted openly.
2. The law applies to state and local government bodies and agencies receiving public funds. A meeting is defined as an assembly of a quorum called to discuss or take action on public business.
3. Actions taken in violation of the open meetings law are null and void. The law specifies requirements for notice, minutes, executive sessions, and violations.
This document discusses best practices for recruiting and onboarding new members to advisory boards. It emphasizes the importance of board diversity and representing the community served. Current board members should share information about open positions and skills needed. The recruitment process involves finding candidates through various channels and establishing criteria. New members require full orientation on the organization's mission, roles, and activities. Annual board and member evaluations help determine recruitment needs and strengthen performance.
This document summarizes a presentation on conflict management. It discusses that conflict is natural and inevitable, and outlines what typically happens during a conflict such as emotions rising and communication decreasing. It also notes some benefits of conflict like problem identification and organizational growth. The document then discusses various approaches to handling conflict, including different responses like avoiding, fighting, or negotiating issues. It provides tips for managing conflict through tools like separating people from problems and focusing on interests rather than positions. The presentation emphasizes generating options for mutual gain and using objective criteria to resolve conflicts.
The document discusses seven principles of waterwise landscaping:
1) Plan and design comprehensively by considering slope, exposure, soils and existing vegetation.
2) Evaluate and improve the soil if needed through testing, shaping, filling, fertilizing and adding organic matter.
3) Grade slopes to allow water to soak in and group plants according to water needs.
4) Choose appropriate plants like native grasses that require less water and use mulches to reduce evaporation.
The document provides information on selecting and maintaining turfgrass varieties. It discusses key terminology used to identify grass parts. Several cool-season and warm-season grass varieties adapted to Wyoming are described, including their characteristics, water needs, and seeding rates. The steps for establishing a new lawn from seed or sod are outlined, including soil preparation, planting, watering, and initial mowing. Ongoing maintenance recommendations are provided for the different seasons, such as mowing height, watering, fertilizing, and controlling pests.
The document provides guidance on gardening preparation, planting, and care. It discusses preparing the seedbed, fertilization methods and calculations, timing for planting cool and warm season crops, hardiness zones, seed quality, germination requirements, watering techniques, thinning, replanting strategies, weeding, planting balled and bare root plants, and pruning fruit trees.
The document provides calculations and recommendations for fertilizer amounts for the north and south halves of a 1/2 acre garden. For the north half, it is recommended to apply 3.0 lbs of nitrogen per 1000 square feet. The calculations determine that 261.36 lbs of 25-5-5 fertilizer should be applied. For the south half, it is recommended to apply 3.1 lbs of nitrogen per 1000 square feet. The calculations determine that 675.18 lbs of 10-10-10 fertilizer should be applied.
B2B payments are rapidly changing. Find out the 5 key questions you need to be asking yourself to be sure you are mastering B2B payments today. Learn more at www.BlueSnap.com.
Company Valuation webinar series - Tuesday, 4 June 2024FelixPerez547899
This session provided an update as to the latest valuation data in the UK and then delved into a discussion on the upcoming election and the impacts on valuation. We finished, as always with a Q&A
Taurus Zodiac Sign: Unveiling the Traits, Dates, and Horoscope Insights of th...my Pandit
Dive into the steadfast world of the Taurus Zodiac Sign. Discover the grounded, stable, and logical nature of Taurus individuals, and explore their key personality traits, important dates, and horoscope insights. Learn how the determination and patience of the Taurus sign make them the rock-steady achievers and anchors of the zodiac.
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
Event Report - SAP Sapphire 2024 Orlando - lots of innovation and old challengesHolger Mueller
Holger Mueller of Constellation Research shares his key takeaways from SAP's Sapphire confernece, held in Orlando, June 3rd till 5th 2024, in the Orange Convention Center.
IMPACT Silver is a pure silver zinc producer with over $260 million in revenue since 2008 and a large 100% owned 210km Mexico land package - 2024 catalysts includes new 14% grade zinc Plomosas mine and 20,000m of fully funded exploration drilling.
How MJ Global Leads the Packaging Industry.pdfMJ Global
MJ Global's success in staying ahead of the curve in the packaging industry is a testament to its dedication to innovation, sustainability, and customer-centricity. By embracing technological advancements, leading in eco-friendly solutions, collaborating with industry leaders, and adapting to evolving consumer preferences, MJ Global continues to set new standards in the packaging sector.
Navigating the world of forex trading can be challenging, especially for beginners. To help you make an informed decision, we have comprehensively compared the best forex brokers in India for 2024. This article, reviewed by Top Forex Brokers Review, will cover featured award winners, the best forex brokers, featured offers, the best copy trading platforms, the best forex brokers for beginners, the best MetaTrader brokers, and recently updated reviews. We will focus on FP Markets, Black Bull, EightCap, IC Markets, and Octa.
Anny Serafina Love - Letter of Recommendation by Kellen Harkins, MS.AnnySerafinaLove
This letter, written by Kellen Harkins, Course Director at Full Sail University, commends Anny Love's exemplary performance in the Video Sharing Platforms class. It highlights her dedication, willingness to challenge herself, and exceptional skills in production, editing, and marketing across various video platforms like YouTube, TikTok, and Instagram.
buy old yahoo accounts buy yahoo accountsSusan Laney
As a business owner, I understand the importance of having a strong online presence and leveraging various digital platforms to reach and engage with your target audience. One often overlooked yet highly valuable asset in this regard is the humble Yahoo account. While many may perceive Yahoo as a relic of the past, the truth is that these accounts still hold immense potential for businesses of all sizes.
Understanding User Needs and Satisfying ThemAggregage
https://www.productmanagementtoday.com/frs/26903918/understanding-user-needs-and-satisfying-them
We know we want to create products which our customers find to be valuable. Whether we label it as customer-centric or product-led depends on how long we've been doing product management. There are three challenges we face when doing this. The obvious challenge is figuring out what our users need; the non-obvious challenges are in creating a shared understanding of those needs and in sensing if what we're doing is meeting those needs.
In this webinar, we won't focus on the research methods for discovering user-needs. We will focus on synthesis of the needs we discover, communication and alignment tools, and how we operationalize addressing those needs.
Industry expert Scott Sehlhorst will:
• Introduce a taxonomy for user goals with real world examples
• Present the Onion Diagram, a tool for contextualizing task-level goals
• Illustrate how customer journey maps capture activity-level and task-level goals
• Demonstrate the best approach to selection and prioritization of user-goals to address
• Highlight the crucial benchmarks, observable changes, in ensuring fulfillment of customer needs
2. REFERENCES
• Better Bylaws by D. Benson
Tesdahl, published by BoardSource, 2010
• The Handbook of Nonprofit Governance
by BoardSource, 2010
• Free Management Library at
http://managementhelp.org/
3. REFERENCES (cont.)
• Wyoming state statutes at
http://legisweb.state.wy.us/LSOWEB/wyStatutes.a
spx
– Title 6, Chapter 5, Article 1 – Offenses by Public
Officials
– Title 9, Chapter 13, Article 1 – Public
Officials, Members and Employees Ethics
– Title 16, Chapter 3 – Administrative Procedure
– Title 16, Chapter 4, Article 4 – Wyoming Public
Meetings Act
– Title 17, Chapter 19 – Wyoming Nonprofit Corporation
Act
– Title 18, Chapter 7, Article 1 - Libraries
4. DISCLAIMER
• No training guides or lesson plans for
public boards
• All training materials written for nonprofit
boards and organizations
– Must be converted to apply to public boards
• Wyoming statutes do not require bylaws of
a public board, just rules of operation
– Bylaws are easiest & most concise place for
those general rules
5. DISCLAIMER (cont.)
• Remember:
– Bylaws are for internal operating rules for the
board
• No public hearing required
– Rule-making for public policy requires the
public hearing process
6. • Proper governance, best practices, call for
bylaws
• Bylaws are guide for how you are
organized and operate
– Without them, there is no standard by which
to hold the board, members, or officers
accountable
7. WYOMING LAW
• W.S. 16-3-101(b)(ix) – “ „Rule‟ means each
agency statement of general applicability that
implements, interprets and prescribes
law, policy or ordinances of cities and
towns, or describes the
organization, procedures, or practice
requirements of any agency.”
8. WYOMING LAW (cont.)
• W.S. 16-4-404(a) – “In the absence of a
statutory requirement, the governing body of an
agency shall provide by
ordinance, resolution, bylaws or rule for holding
regular meetings…”
• WY Nonprofit Corporation Act good guide for
those things applicable to public boards
• Each establishing statute may be slightly
different.
– County Library Board example – W.S. 18-7103(b); 18-7-105(a)
9. CONSEQUENTLY
• This presentation will be mix of nonprofit
and public board practices
– Some are interchangeable
– I will attempt to delineate where there are
differences
10. PURPOSE
• Reflect how to fulfill mission & carry out
business in orderly, legal manner
• Define duties, authority limits, principle
operating procedures
11. PRECIDENCE OF AUTHORITY
• Nonprofit
– Wyoming Nonprofit Corporation Act
– Articles of Incorporation
• Public
– Wyoming statute, county resolution or city
ordinance which established board
– Wyoming statutes, county resolutions or city
ordinances, or policies which dictate
authority, governance, relation w/ other
entities, etc.
12. PRECIDENCE OF AUTHORITY(cont.)
• Nonprofits & public
– Bylaws – always subordinate to
statutes, county resolutions or city
ordinance, articles of incorporation
– Organizational Resolutions (properly passed
motions) – subordinate to bylaws
– Organizational recommendations, guidelines
– often nonbinding
– Organizational procedures – processes to
implement policies
13. CREATION
• At the organizational start-up
• Need to be in place so the organization
knows how to conduct business
• Nonprofit file copy with IRS Form 990
• There is no state agency which reviews
content or accuracy
– Inconsistencies or improprieties usually
addressed when someone (member, public)
complains or files adverse action
14. • Content varies, depending on organization
• Revising requires specific, often timeconsuming process, so detailed & specific
policies often left to policy documents
15. CONTENTS (cont.)
Suggested for nonprofit
organization (P = Public in
parentheses):
• General
– Official name (P)
– Location of principal office
(P)
– Limitations required for tax
exemption
– Procedure for amending
bylaws (P)
– Procedure for dissolving
organization
– Disposition of assets on
dissolution
• Members (if a member
organization)
– Qualifications for
membership
– Admission procedures
– Dues obligations
– Classes of
membership, their rights &
privileges
– Notice required for
membership meetings (P)
– Quorum requirements
– Frequency of meetings and
meeting procedures
– Voting procedures (P)
16. CONTENTS (cont.)
• Board of Directors
– Size of board (P)
– Qualifications for
membership
– Terms of office & term
limits (P)
– Selection process (P)
– Process for filling
vacancies (P)
– Frequency of meetings
(P)
– Quorum and voting
requirements (P)
– Meeting procedures (P)
– Powers of the executive
committee
– Other standing
committees or statement
that allows their
formation (P)
– Compensation of board
members
– Circumstances under
which board members
may be removed (P)
– Conflict-of-interest
procedures (P)
17. CONTENTS (cont.)
• Officers
– Qualifications for holding
office (P)
– Duties of officers or
reference to job description
(P)
– Process for selecting or
appointing officers (P)
– Terms & term limits (P)
– Provision for chief
executive on the board (P)
– Circumstance under which
officers may be removed
(P)
• Fiscal Matters
– Audit committee & audits
(P)
– Fiscal year of the
corporation
– Indemnification and
insurance for officers &
directors
18. MISSION
• Broad statement of purpose in Articles of
Incorporation for nonprofit organization
(NP)
• Further refined and clarified mission in
bylaws
19. MEMBERSHIP
• NP w/o membership controlled and
administered by board of directors
– Makes bylaws and procedures simpler, more
efficient
– Places control in hands of a few
• The more types and levels of
membership, the more complicated bylaws
and procedures become
– Members accorded rights by state law
20. BOARD OF DIRECTORS
• NP board of directors/public board –
similar in many ways
• Size - best to provide range rather than
specific number
– Providing range does not require bylaw
amendment to adjust
• i.e. – County library board statute – 3 to 5
21. BOARD OF DIRECTORS (cont.)
• NP
– Can easily become too big to be efficient
• Establish advisory body, honorary council for those
prominent individuals who will not be able to be a
working member of board
– State whether or not compensated
• Compensation (excluding reimbursement of
expenses) is rare and legally risky
• Excessive compensation may trigger IRS
sanctions
22. BOARD OF DIRECTORS (cont.)
• Selection
– Nonprofit
• Normally elected by members, if member
organization
• WY law allows other methods of designation or
appointment if specified in bylaws
• May be elected by board in non-member
organization, or as specified in bylaws
– Public
• Selection process dictated by
statute, resolution, ordinance
23. BOARD OF DIRECTORS (cont.)
• Terms
– Term limits
• Advantages
–
–
–
–
Ensure variety of perspectives
Expand base of contacts
Prevent concentration of power
Easy way to eliminate undesirable members
• Disadvantages
– Loss of expertise & institutional memory
– Cost of more orientation & training
24. BOARD OF DIRECTORS (cont.)
• Terms (cont.)
– Term limits (cont.)
• Advantages & disadvantages balanced by allowing
return after break in service of 1-2 years or terms
– Length
• Commonly 1-5 years
– NP average – 3-year terms w/ 2 term limit
– Usually staggered, especially w/ larger board
25. QUORUM
• Minimum number present to conduct
business
• WY law – according to bylaws
– Cannot be lower than greater of 1/3 of board
members or 2 directors
– 10% of membership, unless stated differently
in bylaws of membership organization
• Should you allow board to act w/o majority
of board present?
26. QUORUM (cont.)
• May require higher number for certain
actions – i.e. amending bylaws, dismissing
a director, etc.
• Typically majority of board members – 1
over 50%
27. MAKING DECISIONS
• Determine methods of acceptable decision
making
– Typical to state all business must be
conducted by Robert’s Rules of Order
• Too restrictive – what about consensus, other
parliamentary law systems, etc.?
• Suggest – “…or other methods as agreed upon by the
(members)(directors)(board).”
– As long as recorded in minutes as decision of group, a
vote is not required unless stated for certain decisions in
the bylaws, statute, resolution, or ordinance
28. MAKING DECISIONS (cont.)
• Voting
– Majority – one over 50% of those voting
• Most common requirement
– Super-majority – higher level for certain
decisions
• Amending bylaws often requires 2/3 or ¾
– Unanimous – may be required for most critical
decisions
29. MAKING DECISIONS (cont.)
• Voting (cont.)
– Proxy – appointing someone else to vote for
you
• Allowed via signing proxy form in general
membership voting (WY Nonprofit Corporation Act)
• Not listed as proper form of director voting in
nonprofit act
• No provision for proxy voting on public boards
30. MEETINGS
• Membership organizations required to hold
annual meeting of membership
– Board may meet as outlined in bylaws
• Public boards – see establishing
statute, resolution, ordinance
– Some monthly, some quarterly, some as
needed
– Should publish time & place for regular
meeting schedule (see WY Open Meetings
Act)
31. MEETINGS (cont.)
• Public boards (cont.)
– 3 possible types of meetings (Open Meetings
Act)
• Regular, Special, Emergency
• Outline process for
calling, advertising, holding, recording of each in
bylaws
• Executive sessions
– Outline process for calling, holding, recording
– Public – only in accordance w/ Open
Meetings Act
32. MEETINGS (cont.)
• Virtual meetings
– Public Meetings Act
• “ „Meeting‟ means an assembly of at least a quorum…”
• “ „Assembly‟ means communicating in person, by
means of telephone or electronic communication, or in
any other manner such that all participating members
are able to communicate with each other
contemporaneously.”
– Must provide method for public to hear
– DOES NOT include email decisions or discussion
33. MEETINGS (cont.)
• Virtual meetings (cont.)
– Establish acceptable methods in bylaws
– Nonprofit Act does not mention any electronic
means for meetings
34. OFFICERS
• NP – President, Secretary, Treasurer
required unless otherwise stated in bylaws
– One person may serve multiple offices
• P – see establishing
statute, resolution, ordinance
– i.e. – County library board – chair is required
35. OFFICERS (cont.)
• Provide general outline of duties –
minimum expectations
– Can refer to detailed job description as
additional document
– Broad & flexible enough so bylaws do not
require amending with every adjustment of
duties
36. OFFICERS (cont.)
• NP – carefully consider whether officers:
– Chosen from among directors
– Directors by virtue of being officers
– Chosen from general public or
membership, but not part of board of directors
• Non-directors have no voting power on board
– Most common – elect officers from among
directors
37. COMMITTEES
• Appointed to focus on specific issues,
programs, activities, etc.
– Specify who may appoint (commonly board or
chair or both)
– Usually a subset of board, could include
others as needed for expertise
• WY NP law – committee of board can only consist
of board members
– Duties and authority should be defined
38. COMMITTEES (cont.)
• Keep bylaws broad enough so
amendment not needed for every
committee appointment or change
– May list names of standing committees, w/
authority to appoint ad hoc committees
– May provide general statement of authority to
appoint committees & refer to policy
documents for composition, duty
description, make-up, length of existence, etc.
39. COMMITTEES (cont.)
• Suggested clause: “The board shall have the right to
appoint and determine the composition and authority of
such standing committees and other committees and
task forces as it deems necessary from time to time.
Such committees and task forces may be described in
separate administrative regulations or in resolutions of
the board.” – Better Bylaws by D. Benson Tesdahl
40. COMMITTEES (cont.)
• Task force, work group – temporary, less
formal group assembled to deal w/ specific
task
• Some organizations write a “charter” for
each committee or task force, outlining
composition, organization, duties, authority
, duration, etc.
42. • “A situation in which a director or officer has
divided loyalty.” – Better Bylaws by D. Benson
Tesdahl
• Duty to act in best interests of board or
organization
– Becomes of special concern when you, your
family, your business, or another organization
you represent will benefit from a board
decision
• Not illegal, sometimes unavoidable
43. (cont.)
• IRS: “…purpose of a conflict-of-interest
policy is to protect the nonprofit organization‟s
interest when it is contemplating entering into
a transaction or arrangement that might benefit
the private interest of one or more of its
officers or directors.” - Better Bylaws by D. Benson
Tesdahl
44. (cont.)
• Policy set forth in bylaws defining conflict
of interest and outlining process when it
occurs
– Or reference conflict of interest policy
document
• For easier & more efficient changes and
adjustments
45. (cont.)
• Minimum policy should:
– Define in general terms what a conflict is
– Require disclosure to full board of actual or
potential conflict
– Have board decide (w/ counsel, if needed) if
conflict exists
– Preclude director from participating in
discussion or voting on any conflicting
transaction
46. (cont.)
• Wyoming Law
– Director not to engage in any discussion
concerning the matter, influence any of the
parties, or vote on the matter (W.S. 6-5106(b))
– Best not to even be present during that
agenda item – leave the room
47. CODE OF ETHICS
• Expectations for ethical conduct of officers
& directors
• Bylaws may include a statement or
reference a separate document
– May include disciplinary code of action
– May include nondiscrimination statement
• Federal & state laws prohibit certain
unethical or discriminatory actions whether
included in bylaws or not
48. INDEMNIFICATION
• NP – required to indemnify (pay) officers
and directors for expenses incurred in
defending any proper action of board
• P – indemnification covered by
governmental entity
• Even though required, many organizations
place indemnification statement in bylaws
for clarity
49. INSURANCE
• NP – should strongly consider directors
and officers (D&O) insurance
– Covers liability unless convicted of criminal
action
• Review carefully – usually contains several
exemptions
– Also covered by WY NP volunteer immunity
statute (W.S. 1-1-125)
– Policy statement in bylaws
50. INSURANCE (cont.)
• P – covered by governmental liability
umbrella
– As long as performing assigned duties in
good faith
51. OTHER PROVISIONS
• NP – IRS Form 990
– Asks if following governance policies in
place?
•
•
•
•
•
Conflict-of-interest
Whistleblower
Document retention & destruction
Executive compensation
Joint venture
52. OTHER PROVISIONS (cont.)
• Vacancies on board
– NP – outline procedure for filling vacancies
occurring before end of term
– P – outlined in
statutes, resolutions, ordinances, procedures
• Removal of board members & officers
– NP – outline conditions necessary for removal &
procedure
– P – outlined in
statutes, resolutions, ordinances, procedures
53. OTHER PROVISIONS (cont.)
• W.S.9-2-410. – “All public records are the
property of the state. They shall be delivered by
outgoing officials and employees to their
successors and shall be
preserved, stored, transferred, destroyed or
disposed of, and otherwise managed, only in
accordance with W.S. 9-2-405 through 9-2-413.”
– Reference WY Dept of State Parks & Cultural
Resources, or County or City Clerk for details
• Provide bylaw statement of how records are
to be handled
54. AMENDMENTS
• Bylaws must change as operations
change
– Operations in violation of bylaws are illegal
– Cannot ignore bylaws because they are
inconvenient, incomplete, outdated
– Actions of boards & organizations have been
voided by courts because they did not follow
their own bylaws
55. AMENDMENTS (cont.)
• Review regularly
– Recommended every other year
– Whenever governance problems or changes
arise
– Committee, legal counsel, committee-of-thewhole
56. AMENDMENTS (cont.)
• Include clause in bylaws detailing exactly
how they may be changed
– Whether amendments can be made by board or
members (NP)
– How changes are developed & reviewed
– Is advance notice required before vote for
approval? How long?
– Whether changes can be approved at meeting or
with mail ballot (NP)
• All business must be at public meeting if public board
– Vote required for approval
• Majority? Supermajority?
57. AMENDMENTS (cont.)
• Each revision dated upon approval of
organization
– Date of amendment recorded in minutes
• NP – file amended copy w/ IRS Form 990