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.

1. Non-Profit Board Induction prepared by Linda Carroli 2007

2. Board role A board has two key roles: Legal compliance Adding value to the organisation “ The board is responsible for creating the future, not minding the shop.” John Carver

3. Board role Source: http://www.managementhelp.org/Boards/brdrspon.htm Provide continuity for the organisation Select and appoint a Chief Executive Govern the organisation by broad policies and objectives 4. Acquire sufficient resources for the organisation’s operations 5. Account to the public for the products and services of the organisation and expenditures

4. Corporate Governance

5. A Board needs … Source: Cameron Ralph Pty Ltd People – Business acumen, courage, integrity, diligence, independence of thought, wise use of social skills Group Dynamics – Relationships between Board and between Board and management Information – The right amount, about the right things Decision Process – Agenda setting, problem scoping, decision criteria, alternatives, risk analysis Monitoring – Overseeing implementation, assessment of Board and senior management

6. Board member role description Source: The Book of the Board Refer also to the Rules of Association Function Provide governance to the organisation Represent the organisation to the community Accept the ultimate legal authority for the organisation

7. Qualifications/Skills Knowledge and skills in one or more areas of Board governance eg policy, finance, programs or personnel Term (as per organisational rules) As prescribed in the rules or legislation

8. Requirements Commitment to the work of the organisation Willingness to serve on at least one committee and actively participate Attendance at Board meetings A time commitment of five hours per month (include Board preparation, meeting and committee meeting time) Attendance at Annual General Meeting where possible Be informed of the services and programs provided by organisation and publicly support them Prepare for an participate in the discussions and the deliberations of the Board

9. Be aware and abstain from any conflict of interest Major Duties Govern the organisation by the broad policies developed by the Board Establish overall long and short term goals, objectives and priorities for the organisation Recommend policy to the Board Promote the organisation membership through community networking and other agreed methods

10. Be accountable to the funders for programs and services provided and funds expended Monitor and evaluate the effective of the organisation through a regular review of programs and services Provide candid and constructive criticism, advice and comments Approve major actions of the organisation, such as capital expenditure and major program and service changes Annually review the performance of the Board and take steps to improve its performance

11. Seek nominations for election to the Board when appropriate Prepare for and participate in the discussions and the deliberations of the Board Prepare for and participate in the discussions and the deliberations of the Board Foster a positive working relationship with other Board members and staff Be aware of and abstain from any conflict of interest Be assured that management succession is properly being provided

12. Appoint independent auditors subject to approval by members Review compliance with relevant material laws affecting the organisation Undertake Board development and training as opportunities arise

13. Board & Operations Board responsibilities Source: Adapted from Pathways Australia, Australian Business Arts Foundation Meets, develops coherent decision-making processes and gets results Sets long term goals and ensures effective planning – strikes a balance between short term and longer term health of the organisation Having the final say when determining yearly objectives Confirms policy and ensures the mission of the organisation is adhered to – is highly mission focused

14. Finalising budgets and allocating funds Maintains it health - Appointing new Board members, evaluating the Board’s performance and providing appropriate induction Taking ultimate responsibility for all legal matters Taking ultimate responsibility for compliance with regulatory requirements (eg annual general meeting etc) Appointing auditors and approving the audit of the financial records (via AGM) Managing committees

15. Maintaining and building the organisation’s public profile and enhancing organisation’s public profile Managing risks Approving any changes of additions outside the budget Taking responsibility for the company’s financial records Confirms and monitors organisation’s programs and services Evaluating Board members and their performance Employing the organisation’s CEO, supports them, setting their remuneration and evaluating their performance against agreed targets and plans.

16. Employing the organisation’s CEO, supports them, setting their remuneration and evaluating their performance against agreed targets and plans. Adapts to the environment in which the organisation operates Serve as Court of Appeal Ensures adequate resources and that those resources are effectively managed

17. Operational responsibilities Source: Pathways Australia Providing information to the Board, including recommendations for action Supporting the Board’s planning function Determining community needs – clients, members etc Operating programs and reporting on their successes and shortcomings Evaluating performance Organising the organisation’s events, fundraising activities etc once approved by the Board Managing volunteers and staff (other than the CEO) Implementing Board decisions

18. Conducting day-to-day financial operations Monitoring and managing daily operations Discussing ideas and forming long-term goals Planning organisational strategies Designing programs to achieve the group’s mission Proposing fundraising ideas Ensuring risk management programs are implemented Ensuring that achievements are recognised and documented Promoting the organisation

19. Joint Responsibilities Discussing ideas and forming long-term goals Planning organisational strategies Designing programs to achieve the group's mission – mostly CEO’s role Proposing fundraising ideas Ensuring risk management programs are implemented Ensuring that achievements are recognised and documented Promoting the organisation

20. Micromanagement In understanding the difference between Board and Operations, we understand more fully our roles, are equipped to fulfil our duties and roles, and diminish the risk of micromanagement . Micromanagement is a management style where a manager [Board] closely observes or controls the work of their employees [CEO], generally used as a pejorative term. In contrast to giving general instructions on smaller tasks while supervising larger concerns, the micromanager monitors and assesses every step. (Source: Wikipedia)

21. Micromanagement If boards micromanage because they don't know what else to do, then the obvious solution is to show them a different role. If boards micromanage because they are concerned and/or scared, then the obvious solution is to allay those fears. And finally, if board members micromanage because we've asked them to act as staff, then the obvious solution is not to ask them to perform staff functions.

22. Creating the future “ The board is responsible for creating the future, not minding the shop.” – John Carver “ Creating the future” means making a real impact and focusing on the reasons our organisation’s exist.