Nonprofit boards do so much more than fulfill legal duties and oversee financial assets. Its members have roles that intentionally guide and direct the organization. From providing quality services for stakeholders to casting strategic visions to empowering a desired culture, good board governance creates the space for missions to be fulfilled. Join us at 9:00 a.m. on Thursday, May 28 to learn ways to inspire good board governance.

1. Good Board Governance Today
South Lake Chamber of Commerce
May 28, 2020
9:00am
Dr. Nancy H. Cummings, EdD
Founder & President; Chief Collaborator
Cummings Collaborative, LLC

2. Agenda
• Part 1 - What is ‘Good Governance’?
• Part 2 - What should be governed?
• Part 3 - Who should be governing?
• Q & A
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3. Part 1 - What is ‘Good Governance’?
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4. #TheEmpoweredNPO

5. Two Primary Areas of Responsibility:
#1 - Collective Responsibility - individuals do not
hold separate authority for anything; 1996 Taxpayer
Bill of Rights (established penalties for board
transactions that display conflict of interests).
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6. #1 - Collective Responsibility
- Selecting, monitoring, evaluating, compensating the ED/CEO;
- Define and reevaluate the Strategic Plan;
- Balance stakeholder interests;
- Maintain Mission and Vision;
- Empower appropriate cultural expectations;
- Understand and oversee management of risk;
- Ensure compliance with all applicable laws, policies and
ethical standards (including conflict of interest/related matters);
- Establish composition of the Board.
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7. Two Primary Areas of Responsibility:
#2 - Financial Responsibility - oversee
financial resources; labor resources; personnel
resources; organization’s core Mission.
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8. #2 - Financial Responsibility
- Capital allocations and expenditures and major
transactions;
- Approve budgets and financial plans;
- Monitor and ensure integrity of financial reporting,
internal controls and audits;
- Hire independent auditor;
- Assist in obtaining resources (personal contributions,
grant-writing or fundraising); and
- Comply with prudent management of funds rules and
donor-imposed restrictions.
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9. • “In order to maintain a high level of accountability, board
decisions must be backed by coherent policies. The
board’s scope of authority must be clearly defined for the
members, and the board must decide upon a set of
parameters to guide all board decisions. In this way, the
board has a structure to approach unexpected issues and
concerns without straying from the organization’s best
interests.”
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10. In a nutshell, ‘Good Governance’ is
your Board sharing joint responsibility
in the financial and organizational
well-being of the organization.
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11. In a nutshell, ‘Good Governance’ is also
transparent and accountable; leads to
increased public trust; and a greater
willingness by the public to donate
funds and services.
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12. • Write down the two most important
things you need to address today with
respect to your nonprofit’s ‘Collective
Responsibility’ and ‘Financial
Responsibility’.
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13. Part 2 - What should be governed?
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14. Things that Should be Governed:
- Strategic Guidance (Direction, Mission and Vision, Annual
Goals, critical policies, supervision and monitoring of
administration);
- Statutory Duties (Charter, ByLaws, Tax qualification,);
- Reporting and disclosure obligations;
- Selection and accountability of Board members;
- Financial oversight; and
- Moral oversight.
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15. Things that Should NOT be Governed:
- Day to day operations;
- Management of non-executive staff;
- Financially committing to a course of
action; and
- Selection of Organizational Beneficiaries.
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16. Part 3 - Who should be governing?
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17. • List your top Board performers
• List your top Board recruits
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18. Those who govern well can act in a prudent manner
and can embody 3 basic tenets:
#1 - ‘Duty of Care’
The care an ordinarily prudent person would exercise in
a like position under similar circumstances - attend
Board meetings, read the minutes, ask questions and
understands answers, review financial records and
understands implications, pay attention.
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19. Those who govern well can act in a prudent manner
and can embody 3 basic tenets:
#2 - ‘Duty of Loyalty’
Dedicated to the best interests of the nonprofit; not to
outside or personal interests.
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20. Those who govern well can act in a prudent manner and can
embody 3 basic tenets:
#2 - ‘Duty of Loyalty’ - Conflict of Interest
Maintain financial accountability; maintain ethical accountability;
maintain transparency in all relationships and activities related to
the nonprofit.
#2 - ‘Duty of Loyalty’ - Solution of Conflict of Interest
Full disclosure to the Board; recuse from the issue; abstain from
any vote; do not seek to influence any Board members.
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21. Those who govern well can act in a prudent manner and
can embody 3 basic tenets:
#3 - ‘Duty of Obedience’
Obedience to the central purpose of the nonprofit to make
all decisions; be familiar with the Mission and Vision;
follow the charter, bylaws, policies and all regulating laws.
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22. Those who govern well should also:
- Be a person of integrity;
- Share the sense of Mission;
- Contributes to the cultural expectations;
- Be long-term, strategic thinkers;
- Understand their role of governance versus management;
- Have business experience;
- Know how to thrive on a team;
- Demonstrate capacity to collaborate;
- Willing to give of their time and money to the Mission; and
- Commit to support fundraising efforts.
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23. • Is you list of your top Board performers
the same now?
• Is your list of your top Board recruits the
same now?
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24. Good Board Governance Today?
• 1) Creates space for the Mission to be fulfilled.
• 2) Ensures collective responsibility and financial
responsibility while governing specific aspects of the
nonprofit so all stakeholders are served well and the
expected culture is lived out daily,
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25. #TheEmpoweredNPO
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26. Resources and Tools…
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27. Thank you!
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Nancy H. Cummings
407-720-7168
nancy@cummingscollaborative.com

28. Q & A
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