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New boardorientation2012 13
The document provides an orientation for new board members of AENC, covering topics such as the scope and purpose of the board, the organization's mission/vision, governance structure, financial responsibilities, committees, meetings, and obligations of board service. It discusses the roles of officers including the president, president-elect, and secretary/treasurer. It also outlines responsibilities of board members and provides practical tips for effective board participation and leadership.
New boardorientation2012 13
- 1.
- 2. Topics Scope Officers Purpose Executive Committee Mission, Vision Financial Responsibilities About AENC Committees Governance Board Meetings Board Recruiting Leaders Responsibilities Risk Management Board – Staff Board Obligations Relationship Practical Board Tips
- 3. Ground Rules Relax and be comfortable. Listen so that your leadership year will be as effective and powerful as possible. Ask questions as they arise. Think in terms of your role as a director; responsible for the well-being and future of this organization.
- 4. Scope of AssociationProfession - Nationally Associations employ more than 1.6M – 1.2% of the private sector works for an association Associations account for $263B in spending related to meetings Associations generate a payroll of over $47B We’re glad you’re serving on this board!
- 5. Purpose of BoardOrientation To share key information about the organization. To focus on the strategic direction, mission and goals of the organization. To encourage questions and to explore opportunities for the organization. To manage risks associated with leadership.
- 6. The Vision Statement Association Management will be widely recognized as an esteemed profession that improves the lives of North Carolina citizens.
- 7. The Mission Statement To advance the field of Association Management by providing networking and professional development, while increasing the recognition of the Association community.
- 8. About AENC –Board of Directors Board of Directors: 16-17 board members Officer positions include: President, President-Elect, Secretary/ Treasurer, and Immediate Past President, each of whom serves a one (1) year term. Director positions include: 5-7 elected Association Management members who shall serve staggered terms of three (3) years, so that two (2) directors shall rotate off the board each year and four (4) elected Affiliate members who shall serve staggered terms of two (2) years. The Executive Director serves as an ex-officio non-voting member.
- 9. About AENC -Office Operations Hours of operation Meeting the staff and their roles Phones, addresses, website, etc. The publications How to enroll members
- 10. About AENC -Staff Staff Jim Thompson, CAE, IOM, Executive Director Lynn Peeler, Member Services Manager Jovita Mask, Events & Sales Manager
- 11. Organizational Chart AENC Board of Directors Executive Committee Annual Meeting Committee Executive Finance Committee Director Recognition Task Force Nominating Committee Staff Professional Long Term Viability Development/Networking Golf Outing Committee Professional Development Committee Trade Show Committee Scholarship and Awards Committee Membership Committee Silent Auction Committee
- 12. About AENC -Membership Membership Statistics (June 2012) Association Management 359 Affiliate 311 Retired/Life 14 TOTAL 684
- 13. About AENC -Finance Fiscal Year September 1, 2012-August 31, 2013 Total Yearly Revenue (2011-12 Budgeted) $482,275 Total Yearly Expenses (2010-11 Budgeted) $446,225
- 14. About AENC -Finance 11-12 Budgeted Revenue 14% 2% 1% 26% 22% 6% 4% 25% G&A Charlotte Trade Show Golf Outing Scholarships Membership Publications Professional Development
- 15. About AENC -Finance 2011-12 Budgeted Expenses 10% 21% 44% 8% 3% 4% 1% 9% G&A Charlotte Trade Show Golf Outing Scholarships Membership Publications Professional Development
- 16. About AENC -Key Indicators AENC - Key Indicators Year to Date Previous Year to Date Annual Budget $120,000.00 $100,000.00 $80,000.00 Net Rev $60,000.00 $40,000.00 $20,000.00 $- Trade Show Golf Membership Pubs PD Overall Departments May 2012 Financials Year to Date Previous Year to Date Annual Budget Trade Show $ 62,641.03 $ 76,777.70 $ 81,725.00 Golf $ 13,834.76 $ 14,128.36 $ 11,550.00 Membership $ 97,002.00 $ 102,808.00 $ 82,750.00 Pubs $ 40,923.00 $ 19,895.00 $ 14,295.00 PD $ 5,365.00 $ 12,330.00 $ 13,475.00 Overall $ 35,646.76 $ 57,064.32 $ 36,050.00
- 17. The Tools ofGovernance Bylaws Articles of Incorporation Policies Strategic Plan Budget for Current Year
- 18. Board Responsibilities Determine and understand the organization’s mission and purposes. Select the chief executive officer (CEO). Support the CEO and assess his or her performance. Ensure organizational planning and goal setting.
- 19. Board Responsibilities Manage the organization’s resources. Determine, monitor and strengthen programs and services for members- constituents. Promote the organization’s image.
- 20. Board Responsibilities Ensure legal and ethical integrity in the organization. Help recruit new leaders. Assess and measure organizational performance.
- 21. The Board -Staff Relationship Two Elements, One Team Board focuses on governance; being visionaries; strategically moving forward. Staff manages the day to day operations. Consider it a partnership, alliance, collaboration between board and staff to achieve the goals of the organization. Avoid micromanagement.
- 22. Practical Steps forBd. Service There are practical steps that make make board service more effective and the outcomes more rewarding. These are the practical aspects of serving. The board should discuss and add other common sense tips for effective board work in the year ahead.
- 23. Practical Steps forBd. Service Attend all board meetings. Start and end meetings on time. Study and understand the mission statement, bylaws, policies and goals. Prepare for meetings by reviewing the agenda and supporting documents. Treat information and discussions as “confidential.”
- 24. Practical Steps forBd. Service Promote the organization to others. Recruit future leaders. Stay current on issues and trend. Get involved in committee work. Refrain from going around the CEO and making special requests of the staff. Readily communicate with the office for needed information and assistance.
- 25. Officers The officers have special duties described in the bylaws. In many associations, the officers make up an “Executive Committee.” Both aspects are described herein.
- 26. Role of thePresident Serves as chief elected officer of the organization. Presides over all meetings or designates a person to do so. Interfaces with the chief staff officer (executive director). Leads performance reviews of (1) board and (2) chief staff officer. Appoints committees in accordance with bylaws.
- 27. Role of thePresident-Elect Serves in the absence of the president. Serves as plan champion for Professional Development. Performs such duties as identified in the bylaws or assigned by the president.
- 28. Role of theSecretary/Treasurer Oversees the custody of all corporate records, except financial records. Monitors the accuracy and timely distribution of meeting minutes. Oversees all funds and financial records. Prepares an annual budget for approval, along with staff Performs such duties as identified in the bylaws or assigned by the president.
- 29. Role of theImmediate Past President Adds continuity to the board, especially during transition. Assists the elected president as needed. Chairs the nominating committee.
- 30. Executive Committee Meets to conduct business between board meetings. Authorized by the bylaws and restricted by established policies and precedents. Allows important business to be conducted as issues arise with short notice. Includes officers and one at-large association director.
- 31. Financial Responsibilities The board should carefully review all financial reports. The treasurer should prepare and propose an annual budget. The treasurer, with staff assistance, will present a financial report for the previous period, at each meeting. An annual review/audit should be performed by an independent accountant.
- 32. Committees Most organization’s utilize committees. They help the board get work done. They identify potential leaders. They serve as a way to segment and serve the interests of subgroups of members.
- 33. Committees Standing Executive Committee Nominating Special Professional Development Scholarship and Awards
- 34. Committees Special Cont’d Membership Silent Auction Golf Outing Trade Show Annual Meeting Legislative Reception Recognition Task Force
- 35. Board Meetings The Preparation Notice and materials will be distributed well in advance of meetings. Review the agenda to determine how you should prepare for the discussions. Prepare any written reports and provide to staff in advance of the meeting. Whenever possible, formulate and ask your questions before the meeting.
- 36. Board Meetings The Agenda The agenda is prepared with the input of the chief elected officer, staff, with consideration of current issues, member needs and pending business. If you have input for the agenda, be sure to provide it to the chief elected officer, or staff, well in advance of the meeting.
- 37. Board Meetings Minutes Minutes are a legal record of the meetings. They are not a record of side conversations or a reminder document for leaders and staff. No audio recordings should be maintained once the minutes are approved. The minutes are to be approved at the next convened meeting of the board.
- 38. Board Meetings The Rules of Order Procedural rules are used to maintain order at meetings. All persons must be recognized by the chair before speaking. Time limits may be set on certain topics. Learn the basics of rules of order to be sure motions and procedures are understood to your benefit.
- 39. Recruiting Leaders A responsibility of board members is to identify future leaders. The nominating committee plays a key role, but so does every board member. Training programs encourage and help recruit leaders. Committees and chapters may be a source of future leaders.
- 40. Risk Management There is risk associated with board service. Insurance is one way to minimize risks. Consider a Risk Management Strategy to protect the organization. The Volunteer Immunity Act may not cover all risks associated with the organization.
- 41. Risk Management Evaluate the activities of the organization that cause risk; for example: Do you hold conferences in an area frequently targeted by hurricanes? Do you serve liquor at meetings? Do you discuss prices or factors that may violate antitrust laws? Can you reduce the risks or insure against claims?
- 42. Risk Management Antitrust Avoidance Have an antitrust avoidance statement on file. Let legal counsel review activities, minutes. Apparent Authority Committees may not usurp the authority of the chief elected volunteer. Policy to restrict stationery for staff and chief elected officer use only. IRS Issues Unrelated Business Income Tax Public request for tax returns.
- 43. Board Obligations Duty of Care Good business judgment at all times. Due diligence in decision making. Duty of Loyalty Avoid conflicts of interest. Duty of Obedience Faithful to the mission and goals. Follow the governing documents.
- 44. Thank You forServing! The board experience should be a positive one. The board is the caretaker of the organization. The board speaks as a whole, no board member should have more input or authority than others. Always ask questions as they arise. Thank you for serving on the board!
- 45. More Information Jim Thompson, CAE, IOM 7511 Mourning Dove Road, Suite 102 Raleigh, NC 27615 PH 919.848-8255 FAX 919.848-8525 www.aencnet.org jim@aencnet.org
Editor's Notes
- #2 Enter your association’s name and logo on this cover page. You need PowerPoint and Word programs to utilized this program. Tailor it to your needs. Design it to fit your time and to focus on the key issues in your organization. You’ll need a screen and an LCD projector so that everyone can see. Have a flip chart and markers available. An effective room set up is crescent circles so that nobody has their back to the podium and you can break into small groups easily. Copies of the program can be printed and distributed to the attendees; the preference for training is to print them in PowerPoint format, “Three Up,” to leave room for taking notes. For help: Robert C. Harris, CAE - bob@hmgnet.com 335 Beard St., Tallahassee, FL USA 32303
- #3 The 40 or so slides are intended to require 1.5 to 3 hours to discuss. Using a flip chart and reviewing your own association documents that support the information in the slides, will easily fill the time. If you want to add topics and time, consider a slide that identifies member benefits and a discussion of each. Also consider a slide on association communications and how/when board members can expect certain communication vehicles. You may also consider starting the presentation with a history of the organization to be sure all board members understand where it has come from and how it developed. Don’t be afraid to delegate specific topics or slides to volunteers to cover and lead the discussion.
- #4 Refer to ground rules to make everyone feel comfortable. Explain that orientation is done annually to make everyone an effective member of the board, acquainting newly elected leaders with the mission, purpose and issues relating to the organization. Suggest that they turn off beepers and cell phones. You may also be handing out your own orientation manual or documents to which you’ll be referring throughout the agenda.
- #5 If needed, add a second slide here to describe your organization’s additional purposes. Or use a flip chart to add purposes and objectives provided by the audience in a discussion. Be sure to assemble your organization’s own documents, such as the budget, bylaws, policy manual, to support various discussion topics associated with the slides.
- #6 If needed, add a second slide here to describe your organization’s additional purposes. Or use a flip chart to add purposes and objectives provided by the audience in a discussion. Be sure to assemble your organization’s own documents, such as the budget, bylaws, policy manual, to support various discussion topics associated with the slides.
- #7 Add your organization’s Vision Statement to this slide if one exists. If you don’t have a vision statement, eliminate the slide by going to “Slide Sorter” view, blocking this slide, and deleting it.
- #8 Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
- #9 Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
- #10 Close by reviewing various administrative details of the organization, such as hours of operation, private lines, emergency numbers, map to the office, staff names and positions, etc.
- #11 Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
- #12 Double click on the center of the slide to open up Microsoft Organizational Chart. Create your own organizational chart of insert your organizational chart as a file. Your organizational chart may be for the leadership, showing committees, board, subsidiaries, etc. and/or a staff organizational chart. To create a second organizational chart, go to “insert - duplicate slide” to create it. One of the most revealing discussions is to ask small leadership groups to draw their understanding of the organizational chart to determine how much they know about the association. If you don’t have an organizational chart, simply delete this slide. As an exercise, you may want to use a flip chart and discuss the structure of the association, including board, committees, subsidiaries, chapters, etc.
- #13 Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
- #14 Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
- #15 Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
- #16 Enter your organization’s mission statement on the slide. The mission statement should indicate who the organization serves and what it offers. Some organization’s have two additional components that you would insert near the mission statement slide; they are a: Vision Statement - A statement indicating where the organization intends to be and how it will serve the industry 5 to 10 years from now. Value Statement - A series of statements that indicate the most important beliefs and values of the organization. For example: “We value the input and participation members.”
- #18 Every association has a variety of documents that either create a framework for governance or serve as tools of governance. Many of these items will be included in a Board Orientation Manual. (For more information: http://www.hmgnet.com/nprc/references/orientation.html) These include the bylaws and articles of incorporation at a minimum. A budget outlines economic parameters and priorities. A policies and procedures manual catalogs previous motions of the board that have become policy. Every board should understand the organization’s goals, most often recorded as a strategic plan. If advocacy or lobbying is included in the mission, then position papers, statements or platforms should be available to the leaders. The key point here is that for effective leadership, “knowledge is power” and the tools of governance should be accessible to the board.
- #19 This slide and the next will help board members understand their role and responsibilities. They can protect themselves by knowing what their responsibilities cover (and exclude.) Discuss each point to be sure it is understood; use examples as often as possible. Be sure to discuss and ask if there are questions regarding the responsibilities. Has anything been left off that they’d like to discuss or ask about?
- #22 Be sure to discuss the importance of the board focusing on governance, strategic thinking and the future. The staff should administer to the daily needs of the organization. The chief executive officer and the executive director are the primary link between board and staff communications. Treat staff with respect; it can be difficult to replace staff who are trained in the unique aspects of nonprofit management.
- #23 The four “Practical Steps for Board Service” will be some of the easiest to describe and to discuss examples. Review each step and encourage discussion. The last of these 4 slides allows additional practical steps to be discussed and included. Some steps may be as simple as, “Arrive at meetings on time,” and “Dress for success.”
- #27 The roles of the officers may be edited based on your own bylaws. You may change the terminology, or explain, the title of president who is often called chairman, chairperson or chairwoman. A performance review of the board is important. Annually consider a way to determine that boards and committees understand their responsibilities, and conducting them in accordance with the bylaws and policies, and how improvements can be made. Many boards ask each leader to sign and pledge to the duties of the board or a code of conduct.
- #28 Add or discuss any special duties your organization delegates to this officer position.
- #29 Add or discuss any special duties your organization delegates to this officer position.
- #30 Add or discuss any special duties your organization delegates to this officer position.
- #31 Who is on the executive committee? Are their limitations set as to what they may or may not take action upon? (Most likely found in the bylaws and/or policy manual.) Will minutes be distributed for the Executive Committee meetings?
- #32 Financial responsibilities are critical to board performance. Focus the leadership on finances. Spend time with the treasurer to orient him or her to policies regarding finances. Prepare a monthly financial report and distribute at a minimum to the chief elected officer and treasurer; distribute a financial report at least quarterly to the board. Take this opportunity to distribute a sample financial report to discuss the meaning of the line items and various columns.
- #34 List your standing committees (found in the bylaws) and any task forces, ad hoc and other committees in existence.
- #36 Discuss how meeting notices will be distributed, including agendas, making reservations and RSVP mechanisms. Be sure to fill in the # of days prior to meetings that notice will be sent in the above slide. Discuss when and meetings are commonly held. Is there an annual calendar of meetings? What about conference calls? Are board members reimbursed for expenses; are expense forms provided? Who makes travel reservations to meetings.
- #37 The agenda adds structure to the organization. A consent agenda, a grouping of the non-controversial issues to be voted upon at one time, will save time. The agenda protects the board from wandering into issues and discussions that may not be appropriate at a board meeting.
- #38 Advise board members that the minutes are not records of conversations nor work assignments. They are a legal document to protect the organization and the board. Indicate how soon after board meetings they can expect to receive a copy of the minutes. Advise that the office keeps the original copy of the minutes permanently.
- #39 An excellent, inexpensive, 15 page booklet on the purpose and procedure for making motions can be ordered from Channing Bete Company by calling 800/628-7733. The booklet is titled, “The ABCs of Parliamentary Procedure.) (www.channing-bete.com) Some associations appoint or hire a parliamentarian to guide and enforce the rules of order.
- #40 Many volunteer organizations are finding it difficult to recruit potential leaders. Discuss this with the board and ask how they think new leaders can be encouraged and trained. Consider leadership mentoring, ongoing leadership training, and advertising for leadership. Seek diversity and inclusivity for the make-up of the board. Consider these basic needs of leaders as described in, “Volunteers - How to Get Them, How to Keep Them,” by Helen Little. Assign specific manageable task with a beginning and end. Match volunteer interests and reasons for volunteering. Provide a good reason for doing the task. Offer written, clear instructions. Provide or set reasonable deadlines. Allow the freedom to complete the task when and where it is most convenient Provide everything necessary to complete the task w/o interruption (tools, information, help.) Offer adequate training if it is needed. Provide a safe, comfortable, and friendly working environment. Follow up to see that the task is completed. Set interim goals. Make opportunities to provide feedback. Show appreciation, recognition and rewards. Celebrate achievements.
- #42 There are risks that are associated with board service. The best way to control risk is to understand them and eliminate or minimize them.
- #43 In addition to the three legal principles, many boards face concerns about antitrust and apparent authority. If you have any questions about these three topics, you should be certain to learn more about them and/or bring in a specialist (attorney, accountant, insurance consultant) to explain the importance of the three topics.
- #44 These are three legal principles that apply to non profit boards.
- #45 Ask the board if they have questions that have not been answered by this orientation. Provide an evaluation form to additional input to improve next year’s orientation. If you need help with strategic planning, board orientation, association auditing or staff training, contact: Robert C. Harris, CAE 850 222 6000 335 Beard Street Tallahassee, FL 32303 USA [email_address] Association Management 101 Online© is available at the Websites of GSAE, FSAE and NJSAE.