The nature of the relationship between the leadership staff and the Board of Directors is the barometer for your nonprofit’s effectiveness to deliver on its mission and raise funds for your mission. The ideal environment in which your nonprofit can thrive will in large part be related to the nature of the relationship between the Board and Leadership staff. This relationship is one of the most complex, often messy relationships on the planet! Communication skills are hampered by the often-awkward relationship between the board chair and executive director. It can be awkward because the Executive Director is often told they must educate their board on the board’s roles, especially when it comes to fundraising. However, and in fact, the board is in the legal position of “boss” to the Executive Director. In my 30+ years of involvement in the nonprofit world as both a board member and executive director I can attest to boards becoming defensive when being “educated” by their staff. In this webinar you will learn: - A model of communication specifically designed for the Board Chair / Executive Director relationship - A sample set of Communication Guidelines for all internal communications - Learn why Fiduciary Duties have been translated into Board Roles & Responsibilities and what the Franciscan Friars of the 1400’s had to do with it! - How to “Call a Learning Circle” for board roles that does not thrust anyone into “educator role.”

1. Board Chair / Executive Director Relationship:
Build the social capital you need to become a leading pair

2. WHO I AM
https://poweryourmission.com/career-highlights

3. ❑ Ideal relationship between Board Chair and Executive
Director
❑ Less-than-ideal relationships
How andWhy is it less than ideal?
❑ How to transform the less-than-ideal relationship into the
ideal relationship
✓ Tools: Communication strategies / guidelines
❑ What the Franciscan Friars of the middle ages have to do
with your Board’s Fiduciary Duties.
❑ How to Call a Learning Circle for board roles that does not
thrust anyone into educator role.
AGENDA

4. Constructive Partnership:
“Exceptional boards govern in constructive partnership
with the chief executive…”
“Exceptional boards become allies with the chief
executive in pursuit of the mission.”
“Exceptional boards forge a partnership with the chief
executive characterized by mutual trust, ….
IDEAL RELATIONSHIP
The Source: Twelve Principles of Governance That Power
Exceptional Boards - BoardSource

5. Social CapitalTheory = factors that allow social groups,
including those within organizations, to function
effectively. Those factors include:
✓ Nature of interpersonal relationships,
✓ A shared sense of identity,
✓ Shared understanding,
✓ Trust, &
✓ Cooperation.
IDEAL RELATIONSHIP
“The Board Chair – Executive Director Relationship:
Dynamics that Create Value for Nonprofit Organizations.”
Journal for Nonprofit Management. 2005

6. Managing Pairs
Planning Pairs
***Leading Pairs***

8. Governance versus Management
Is harping on this distinction causing
more problems than it solves?

9. TEXAS
BUSINESS ORGANIZATIONSCODE
TITLE 2. CORPORATIONS
CHAPTER 22. NONPROFIT CORPORATIONS
SUBCHAPTER E. MANAGEMENT
Sec. 22.201. MANAGEMENT BY BOARDOF DIRECTORS…….the affairs
of a corporation are managed by a board of directors……..

10. MODEL NONPROFIT CORPORATION ACT:
8.01. Requirement for and Functions of Board of Directors
(a) A nonprofit corporation must have a board of directors.
(b) Except as provided in Section 8.12 all corporate powers must be exercised by or
under the authority of the board of directors of the nonprofit corporation, and the
activities and affairs of the corporation must be managed by or under the
direction, and subject to the oversight, of its board of directors.
Comment, 8.01 (b) allows delegation to others, such as staff,
to exercise powers and perform functions not required by
law to be exercised or performed by the board of directors
itself but responsibility to oversee the exercise of that
delegated authority nonetheless remains with the board of
directors.

11. Once that duty is delegated to
the Executive Director, it is a
best practice to allow the
Executive Director to manage
and for the board to step away
from its management role &
stick with its oversight role.

12. Comment, Directors generally have the power to probe into day-to-day
management to any depth they choose, but they have the obligation to
do so only to the extent that the directors’ oversight responsibilities may
require, or, for example, when they become aware of matters that make
reliance on management or other persons unwarranted

13. CONFLICT CONTINUUM

14. MAGIC
Process of intentional communication
set out in the handout:
“Communication Strategy for Board
Chair / Executive Director Check-in”
FREE STUFF (poweryourmission.com)

15. Communication Strategy for Board Chair / Executive
Director Check-in
1. Establish a regular in person time for check-
ins.
a. Establish guidelines for your check-in meetings.
b. Invite discussion of issues and challenges.
c. Take time to include the positives. Share what is
going well.
2.
3.

17. BOARD AND STAFF COMMUNICATIONS GUIDELINES
These guidelines acknowledge the difference between
governance and management and how those roles
should be respected, but also make clear that nothing
in the guidelines are “meant to hinder the board chair
and executive director from working together on
managing, planning and leading the organization
when their relationship is characterized by a high
degree of trust.”
FREE STUFF (poweryourmission.com)

20. The American Law Institute says ”.. volunteer nonprofit boards are
often much less knowledgeable about their responsibilities than their
paid, for-profit counterparts. ALI.”
http://www.thealiadviser.org/charitable-nonprofits/

21. The “USE”
*Someone acting on behalf of another based on an
expectation of trust

22. FIDUCIARY:
Someone acting on behalf of another based on an expectation of trust

23. FIDUCIARY DUTIES:
❖ Duty of Care
❖ Duty of Loyalty
❖ Duty of Obedience

24. Step One: Watch the video on fiduciary duties.
StepTwo: Call a LearningCircle.
StepThree: Rotate discussing one Role and
Responsibility at every board meeting
How to Learn & Ensure on-going Compliance
with Fiduciary Duties

25. Step One: Watch the video on fiduciary duties.
Make sure Leadership staff and board watches this
video.
Governance and your Fiduciary Duties - YouTube
How to Learn & Ensure on-going Compliance
with Fiduciary Duties

26. Calling a
Circle
Calling a Circle - YouTube
StepTwo: Call a Learning Circle.

27. Key Elements
Rotating or Shared Leadership
Shared Responsibility
Reliance on Spirit

28. StepThree: Rotate discussing one Role and
Responsibility at every board meeting
How to Learn & Ensure on-going Compliance
with Fiduciary Duties

31. JOIN US AUSTIN NONPROFIT
Email: Nancy@poweryourmission.com
Website: https://poweryourmission.com
Facebook group: Austin Nonprofit Meetup | Facebook
YouTube: Power Your Mission - YouTube

34. Shop (poweryourmission.com)