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Nonprofit Organization 
Development & Management 
LECTURE V 
BOARD GOVERNANCE AND DEVELOPMENT 
BBeeuullaahh HHeeiigghhttss UUnniivveerrssiittyy 
AAttllaannttaa,, GGAA
Objectives 
Participants will: 
Gain an understanding of the meaning of fiduciary 
Review components of a Board Policy Manual 
Understand the role and responsibilities of 
a Board Member 
Understand the role and responsibilities of the 
Chief Executive Officer 
Understand how to diffuse potential conflict 
between board and staff
What Do Boards Do? 
Legal and fiduciary 
Oversight 
Fundraising 
Provide representation of constituencies and 
viewpoints
“Fiduciary” 
Responsibility 
 A person to whom another‘s property or the management of 
another‘s property is entrusted 
 A nation under whose authority a trust territory is placed 
 Any of a group or board of persons appointed to manage the affairs 
of an institution or organization 
 To commit (property or management) to a trustee or trustees
What Should You Know Before Joining the 
Board? 
Ask questions about the organization’s programs 
 How do current programs relate to the mission? 
Ask questions about the organization’s financial 
status 
 Does the board discus and approve the annual budget? 
 How often do board members receive financial reports?
What Should You Know Before Joining the 
Board? 
Ask questions about the organization’s clients and 
constituencies 
 Are the organization’s clients or constituents satisfied with the 
organization?
What Should You Know Before Joining the 
Board? (Continued) 
Ask questions about the structure of the board 
 Are there descriptions of the responsibilities of the board 
as a whole and of individual board members? 
 Best practice suggests the development of “job 
descriptions” for the chairperson, vice-chairperson, 
secretary, and treasurer
The Board Manual: An Orientation and 
Resources Tool 
The board should create a Board Manual 
that will include the following areas: 
 Board members’ listings and bios 
 Board members’ terms 
 Board member description of responsibilities 
 Committee and task force job and descriptions
The Board Manual: (Continued) 
Historical references of the organization 
 Brief written history and/or fact sheet 
 Articles of Incorporation 
 Bylaws 
 IRS determination letter 
 Listing of board members
The Board Manual Continued 
Strategic framework 
 Mission and vision statement 
 Strategic plan 
 Current annual operating plan 
Minutes from some recent board meetings
The Board Manual continued 
Policies pertaining to the board 
 Policy on potential conflicts of interest 
 Board insurance policy coverage 
 Legal liability policy 
 Travel/meeting expense reimbursements
The Board Manual 
Finance and fund-raising 
 Prior year annual report 
 Most recent audit report 
 Current annual budget 
 Form 990 
 Banking resolutions 
 Investment policy 
 Current funder/grants list
The Board Manual continued 
Staff 
 Staff listing 
 Organization/team chart 
 Annual Evaluations 
Other information 
 Annual calendar 
 Web site information 
 Promotional material (membership brochure, information brochure, 
advertisements, etc.)
Ten Basic Responsibilities of Nonprofit 
Boards 
1. DETERMINE THE ORGANIZATION'S MISSION AND PURPOSES 
2. SELECT AND TERMINATE THE CHIEF EXECUTIVE 
3. SUPPORT THE CHIEF EXECUTIVE AND ASSESS HIS OR HER 
PERFORMANCE 
4. ENSURE STRATEGIC PLANNING 
5. ENSURE ADEQUATE RESOURCES 
6. MANAGE RESOURCES EFFECTIVELY 
7. DETERMINE, MONITOR, AND STRENGTHEN THE ORGANIZATION'S 
PROGRAMS AND SERVICES 
8. ENHANCE THE ORGANIZATION’S PUBLIC STANDING 
9. ENSURE LEGAL AND ETHICAL INTEGRITY AND MAINTAIN 
ACCOUNTABILITY 
10. RECRUIT AND ORIENT NEW BOARD MEMBERS AND ASSESS BOARD 
PERFORMANCE
Legal Responsibilities 
Duty of care: Be diligent and act prudently. 
Duty of loyalty: Act in good faith and not allow 
personal interests to override responsibility. 
Duty of obedience: Adhere to the mission and 
policies of the Organization
Board Officers 
Board Chair – provide leadership to board members. 
Chair Board meetings. 
Secretary – maintain the Board’s minutes and other 
pertinent documents. 
Treasurer – maintain the financial records, approve 
expenditures and produce financial reports. (CPA or 
seasoned accountant)
Board Committees 
Finance 
Program 
Marketing 
Fundraising 
Nominating
Chief Executive Officer Role 
Hiring and terminating staff 
Management of day to day operations 
Assure that staff receive proper training 
Providing accurate, timely information and reports 
to the Board 
Supporting Board Committees 
Fundraising 
 Make the most of all resources, financial, human 
resources and equipment
Keeping Your Board Motivated 
Training 
Recognition – say thank you often 
Match task with skill sets 
Build team spirit 
Recruit diverse board members
Role Conflict: Executive Dir. VS Board 
Member 
VIDEO Case Study: Balancing the Board and Staff. 
Three common areas where board and staff need to 
work together to get the job done right: Budget and 
Finance, Fundraising and Strategic Planning. 
Which task are primarily for the Board or the staff?
Resources 
www.BoardSource.Com 
www.gcn.org 
Starting and Running a Nonprofit by Joan M. 
Hummel 
Faith-based Management by Peter Brinckerhoff

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Nonprofit organization dev mgt lecture 5

  • 1. Nonprofit Organization Development & Management LECTURE V BOARD GOVERNANCE AND DEVELOPMENT BBeeuullaahh HHeeiigghhttss UUnniivveerrssiittyy AAttllaannttaa,, GGAA
  • 2. Objectives Participants will: Gain an understanding of the meaning of fiduciary Review components of a Board Policy Manual Understand the role and responsibilities of a Board Member Understand the role and responsibilities of the Chief Executive Officer Understand how to diffuse potential conflict between board and staff
  • 3. What Do Boards Do? Legal and fiduciary Oversight Fundraising Provide representation of constituencies and viewpoints
  • 4. “Fiduciary” Responsibility  A person to whom another‘s property or the management of another‘s property is entrusted  A nation under whose authority a trust territory is placed  Any of a group or board of persons appointed to manage the affairs of an institution or organization  To commit (property or management) to a trustee or trustees
  • 5. What Should You Know Before Joining the Board? Ask questions about the organization’s programs  How do current programs relate to the mission? Ask questions about the organization’s financial status  Does the board discus and approve the annual budget?  How often do board members receive financial reports?
  • 6. What Should You Know Before Joining the Board? Ask questions about the organization’s clients and constituencies  Are the organization’s clients or constituents satisfied with the organization?
  • 7. What Should You Know Before Joining the Board? (Continued) Ask questions about the structure of the board  Are there descriptions of the responsibilities of the board as a whole and of individual board members?  Best practice suggests the development of “job descriptions” for the chairperson, vice-chairperson, secretary, and treasurer
  • 8. The Board Manual: An Orientation and Resources Tool The board should create a Board Manual that will include the following areas:  Board members’ listings and bios  Board members’ terms  Board member description of responsibilities  Committee and task force job and descriptions
  • 9. The Board Manual: (Continued) Historical references of the organization  Brief written history and/or fact sheet  Articles of Incorporation  Bylaws  IRS determination letter  Listing of board members
  • 10. The Board Manual Continued Strategic framework  Mission and vision statement  Strategic plan  Current annual operating plan Minutes from some recent board meetings
  • 11. The Board Manual continued Policies pertaining to the board  Policy on potential conflicts of interest  Board insurance policy coverage  Legal liability policy  Travel/meeting expense reimbursements
  • 12. The Board Manual Finance and fund-raising  Prior year annual report  Most recent audit report  Current annual budget  Form 990  Banking resolutions  Investment policy  Current funder/grants list
  • 13. The Board Manual continued Staff  Staff listing  Organization/team chart  Annual Evaluations Other information  Annual calendar  Web site information  Promotional material (membership brochure, information brochure, advertisements, etc.)
  • 14. Ten Basic Responsibilities of Nonprofit Boards 1. DETERMINE THE ORGANIZATION'S MISSION AND PURPOSES 2. SELECT AND TERMINATE THE CHIEF EXECUTIVE 3. SUPPORT THE CHIEF EXECUTIVE AND ASSESS HIS OR HER PERFORMANCE 4. ENSURE STRATEGIC PLANNING 5. ENSURE ADEQUATE RESOURCES 6. MANAGE RESOURCES EFFECTIVELY 7. DETERMINE, MONITOR, AND STRENGTHEN THE ORGANIZATION'S PROGRAMS AND SERVICES 8. ENHANCE THE ORGANIZATION’S PUBLIC STANDING 9. ENSURE LEGAL AND ETHICAL INTEGRITY AND MAINTAIN ACCOUNTABILITY 10. RECRUIT AND ORIENT NEW BOARD MEMBERS AND ASSESS BOARD PERFORMANCE
  • 15. Legal Responsibilities Duty of care: Be diligent and act prudently. Duty of loyalty: Act in good faith and not allow personal interests to override responsibility. Duty of obedience: Adhere to the mission and policies of the Organization
  • 16. Board Officers Board Chair – provide leadership to board members. Chair Board meetings. Secretary – maintain the Board’s minutes and other pertinent documents. Treasurer – maintain the financial records, approve expenditures and produce financial reports. (CPA or seasoned accountant)
  • 17. Board Committees Finance Program Marketing Fundraising Nominating
  • 18. Chief Executive Officer Role Hiring and terminating staff Management of day to day operations Assure that staff receive proper training Providing accurate, timely information and reports to the Board Supporting Board Committees Fundraising  Make the most of all resources, financial, human resources and equipment
  • 19. Keeping Your Board Motivated Training Recognition – say thank you often Match task with skill sets Build team spirit Recruit diverse board members
  • 20. Role Conflict: Executive Dir. VS Board Member VIDEO Case Study: Balancing the Board and Staff. Three common areas where board and staff need to work together to get the job done right: Budget and Finance, Fundraising and Strategic Planning. Which task are primarily for the Board or the staff?
  • 21. Resources www.BoardSource.Com www.gcn.org Starting and Running a Nonprofit by Joan M. Hummel Faith-based Management by Peter Brinckerhoff

Editor's Notes

  1. Most nonprofits are corporations, which means they are legal entities distinct from the individuals who founded them. Like their for-profit counterparts, nonprofit corporations are governed by boards of directors with legal and ethical responsibilities that cannot be delegated. The board’s responsibilities fall into the following broad categories. 1.The board is responsible for ensuring that the organization meets legal requirements and that it is operating in accordance with its mission and for the purpose for which it was granted tax-exemption. Individual board members must exercise the duty of care (meaning they must attend meetings, be prepared to make informed decisions by reading the information provided and requesting additional information if necessary, and carry out their duties in a reasonable and responsible manner). As safeguards of a public trust, board members are responsible for protecting the organization’s assets. 2. The board is responsible for ensuring that the organization is well run. It moderates the power of management, and has the power to hire and remove the chief executive, usually called the executive director or president. 3. As part of their fiduciary responsibility, many board members are actively involved in making sure that the organization has the money it needs. This may include making a personal contribution; serving as an advocate with a foundation, corporation, or government entity; organizing a fund-raising event or hosting a benefit; or face-to-face solicitation of other individuals. 4. Often, board members are chosen so that they can bring to the board the experience or perspective of a particular group or segment of the organization’s constituency. Boards are not inherently democratic institutions, but they do provide an opportunity for the groups and communities that a nonprofit serves to have a voice in its governance. However, representing a constituency or viewpoint takes a back seat when voting — all board members are expected to vote with the nonprofit’s best interest in mind.
  2. Treasurer Maintain knowledge of the organization and personal commitment to its goals and objectives Understand financial accounting for nonprofit organizations Serve as financial officer of the organization and as chairperson of the finance committee. Manage, with the finance committee, the board's review of and action related to the board's financial responsibilities. Work with the chief executive and the chief financial officer to ensure that appropriate financial reports are made available to the board on a timely basis. Assist the chief executive or the chief financial officer in preparing the annual budget and presenting the budget to the board for approval. Review the annual audit and answers board members' questions about the audit.
  3. Treasurer Maintain knowledge of the organization and personal commitment to its goals and objectives Understand financial accounting for nonprofit organizations Serve as financial officer of the organization and as chairperson of the finance committee. Manage, with the finance committee, the board's review of and action related to the board's financial responsibilities. Work with the chief executive and the chief financial officer to ensure that appropriate financial reports are made available to the board on a timely basis. Assist the chief executive or the chief financial officer in preparing the annual budget and presenting the budget to the board for approval. Review the annual audit and answers board members' questions about the audit.
  4. Suggested contents As an essential companion to orientation and education, every organization should have a thorough, easy to use manual that board members can use throughout their terms. A board manual serves two functions. For the new board member, it is an orientation handbook that provides useful information about the organization, board structure and operations, and fellow board members and staff. For the balance of a member's board service, the manual then becomes an indispensable working tool and a central resource about the organization and the board. Materials can be added and removed to create an up to date reference. The board manual is developed by staff in consultation with the board chairperson and other officers. Present it to board members in a durable, attractive loose-leaf notebook with a table of contents and clearly divided and labeled sections. Date every item and replace material when necessary. Insert stationery, brochures, and similar items in pockets of the notebook.
  5. To develop a working manual that board members use and rely on:  Don't overwhelm new board members with too much information. When several examples are available (e.g., current press clippings), include only one.  Keep each item brief. A two paragraph biography of the executive director is preferable to a four page resume, for example.  Use the handbook as a "textbook" during board orientation.  Encourage board members to read and ask questions about the material.  Ask board members to evaluate the usefulness of the manual each year.  Revise the contents or format based on their comments.
  6. MISSION Every organization needs to define its fundamental purpose, philosophy, and values. The mission statement clarifies the reason for the organization's existence. It describes the needs the organization was created to fill and answers the basic question of why the organization exists. Without guidance, it is difficult to establish programmatic priorities. The mission statement provides the basis for judging the success of the organization and its programs. It helps to verify if the organization is on the right track and making the right decisions. It provides direction when the organization needs to adapt to new demands. Attention to mission helps the board adhere to its primary purpose and helps during conflicts by serving as a touchstone for every decision. The mission statement can be used as a tool for resource allocation. A powerful mission statement attracts donors, volunteers, and community involvement. VISION Through its vision statement a nonprofit defines its ultimate motivation, its dreams, its image of a desired future. A vision statement describes the ideal situation if the organization could fulfill its utmost wish. Some examples:"No child in our city will go hungry to bed in the evening." (Soup kitchen)"In two decades our services will no longer be needed." (Illiteracy program)"We will be recognized as the best symphony orchestra in America." (Symphony orchestra)
  7. Form 990 is an annual information return, an annual tax form, that nonprofits file with the IRS. This public document provides information that allows the IRS to determine whether the organization continues to fill the requirements for its tax-exempt status. Accountability and transparency are keys to retaining public trust, and nonprofits can accomplish it by providing easy and open access to this document. Form 990 explains the mission and program activities of the organization. The organization's financial information details revenues, expenses, and net assets. It is also necessary to list the names of the board members and their compensation, and key staff and their compensation if more than $50,000 annually.
  8. 1 A statement of mission and purposes should articulate the organization's goals, means, and primary constituents served. It is the board of directors' responsibility to create the mission statement and review it periodically for accuracy and validity. Each individual board member should fully understand and support it. 2 Boards must reach consensus on the chief executive's job description and undertake a careful search process to find the most qualified individual for the position. 3 The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization. The chief executive, in partnership with the entire board, should decide upon a periodic evaluation of the chief executive's performance. 4 As stewards of an organization, boards must actively participate with the staff in an overall planning process and assist in implementing the plan's goals. 5 One of the board's foremost responsibilities is to provide adequate resources for the organization to fulfill its mission. The board should work in partnership with the chief executive and development staff, if any, to raise funds from the community. 6 The board, in order to remain accountable to its donors, the public, and to safeguard its tax-exempt status, must assist in developing the annual budget and ensuring that proper financial controls are in place. 7 The board's role in this area is to determine which programs are the most consistent with an organization's mission, and to monitor their effectiveness. 8 An organization's primary link to the community, including constituents, the public, and the media, is the board. Clearly articulating the organization's mission, accomplishments, and goals to the public, as well as garnering support from important members of the community, are important elements of a comprehensive public relations strategy. 9 The board is ultimately responsible for ensuring adherence to legal standards and ethical norms. Solid personnel policies, grievance procedures, and a clear delegation to the chief executive of hiring and managing employees will help ensure proper decorum in this area. The board must establish pertinent policies, and adhere to provisions of the organization's bylaws and articles of incorporation. 10 All boards have a responsibility to articulate and make known their needs in terms of member experience, skills, and many other considerations that define a "balanced" board composition. Boards must also orient new board members to their responsibilities and the organization's history, needs, and challenges. By evaluating its performance in fulfilling its responsibilities, the board can recognize its achievement and reach consensus on which areas need to be improved.
  9. Duty of Care The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of "care that an ordinarily prudent person would exercise in a like position and under similar circumstances." This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization. Duty of Loyalty The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization. Duty of Obedience The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.