The document provides guidance for board members on improving board processes and effectively governing an organization. It discusses establishing clear meeting agendas and distributing board papers in advance. It also covers setting ground rules for meetings, conducting management succession planning, orienting new directors, and evaluating board performance. The overall aim is to help boards operate efficiently and fulfill their duties of care, loyalty and obedience to stakeholders.
1. NETWORK OF PUBLIC INTEREST LAWYERS (NETPIL)
Improving Board processes
2. By end of the session participants will be;
To understand how to be effective in
conducting Board business.
To facilitate improved Board processes
during Board Meetings, Board Meeting
Agenda, Board Papers, Chairperson's
agenda; management succession
planning, Director Orientation etc.
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3. Improving Meeting Agenda
Prepared with the input of Board Chair and staff, with
consideration of current issues, member needs and
pending business.
If you have items you would like to see added to the
agenda, provide to Board Chair or CEO/Executive
Director/Coordinator at least two weeks in advance.
Agendas mailed two weeks before meeting.
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4. Board papers
Develop an agenda in accordance with the purpose of the
meeting
Prepare meeting papers and dispatch to participants before the
meeting, where appropriate, and within appropriate timeframes.
Previous minutes and action papers
Prepare presentations of CEO, Board Committees, policies, resolutions
Prepare background notes
Arrange Equipment
Computers, Printers, Scanners, Photocopiers, Telephones,
Teleconference equipment or Video conference equipment.
Data Projector and screen, Audi Speakers, Internet connection
or ‘wifi’, Microphone (cordless or fixed), Microphone stand and
speakers or Whiteboards and electronic whiteboards etc
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5. Chairperson's agenda
To ensure that all meeting participants understand, accept and respect the goals
of the meeting and conduct that is to be expected.
Establish ground rules: Four simple ground rules are:
Allow people to participate
Focus on the topic
Maintain momentum
Try to reach closure.
Communicating ground rules:
List your primary ground rules on the agenda
Review them periodically or when new participants come to meetings
Keep the ground rules posted on documents.
Appropriate behavior for members be constantly reminded to;
Listening effectively and actively to others
Being open to other’s suggestions
Ensuring that everybody is clear about what is being said and expected
Mediating to ensure that amicable solutions are reached
Negotiating issues so that all participants feel a consensus has been reached.
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6. Management succession planning,
A systematic approach to building replacement workers to
ensure continuity, by identifying potential successors in critical
work processes.
Institutionalize the process and capture stakeholder support
Conduct assessments of organizational needs
Develop the succession planning model
Implement succession planning strategies
Continuously measure, evaluate, and adapt
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8. Director Orientation
A board orientation sets the tone and expectation for the board
member-organization relationship.
A Board manual is a reference guide for a new board member.
Mission statement
History of organization
Program description
Meeting schedule
Board contact list
Board committee list
Job descriptions
By-laws
Policies
Articles of Incorporation and Memorandum of Association
Annual budget and list of funders
Staff list
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9. Improving Board meetings
Have a productive agenda: Balanced and timely start
Consent agenda: Use it but don’t abuse it
Preparation is key: All eyes on chair and secretary
Taking records of the board meeting: Minutes are a legal
record but don’t retain audio
Be forward looking: Don’t look back, think outside box
Make connections: Its personal, drawing near to work
Social events: One is fun for networking and know each
other
Don’t loss hope: just give its scope, despite divergences
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10. To Whom is a Board Member
Responsible?
The public
Licensees (potential)
Board and staff
11. Core Responsibilities or Duties of
Board Members
Duty of care
Duty of loyalty
Duty of obedience
12. Duty of Care = Unity of Accountability
Legislative mandate for
public protection
Finance
Organizational well-being
13. Duty of Loyalty = Unity of Direction
Vision
One Voice
• Majority speaks
• Achieve consensus where possible
• Accept decisions made by Board
Conflict of interest
14. Duty of Obedience = Unity of
Command
Statute
Bylaws
Rules of order
Code of conduct
15. Key Behaviors of Board Members
Know your role
Professional member
Public and other members
Know your board
Statutes and regulations
Governance structure
Current issues
Relationships
Personalities
16. Key Behaviors of Board Members
(Continued)
Know your duties
Apply qualifications for entry
Administer examinations
Promulgate rules and regulations
Carry out disciplinary actions
Care for the organization
Attend
Listen
Ask probing questions (respectfully)
17. Key Behaviors of Board Members (Continued)
Be objective
Respect confidentiality
Declare conflicts of interest
Speak with one voice
Stay out of operations
Demand excellence
18. Go the Extra Mile
Build interest in board affairs among non-
traditional constituencies (church groups,
Charities, Vulnerable populations, etc.)
Seek out public speaking opportunities
Write letters to local newspapers to solicit input on
board affairs and issues
Write a general interest article for a local
newspaper
Get to know your state legislators