The role of a board of directors
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This presentation explains the role of a Committee or Board of Directors. It addresses job descriptions for these volunteers and the impact it has on an organization if a conflict of interest arises.
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The role of a board of directors
- 1. Business Exchange Empowered Committee –or- board? That is the question. What is the difference? What is the function? By Sonja Onthank 1/25/11
- 2. Committee -or- board? Collaboration is good, but it can be difficult to get everyone on the same page. This presentation reviews the structure of a Committee and Board of Directors. Many CEOs serve on a committee or a board. This role requires a special set of skills to accept direction yet to work independently in assigning the tasks set forth.
- 3. Information from boardsource.org Committees or Board of Directors are Volunteers Job Function Roles are Outlined Questions to ask: What is the organization’s mission? Can I visit the organization to observe a program firsthand? Does the organization have a strategic plan that is reviewed and evaluated on a regular basis?
- 4. Questions to ask continued… Who are the other board members? Is there a system to prevent conflicts of interest between board members and the executives? How can I contribute as a board member? How much time is required for meetings and events? What orientation will I receive from the organization? What are my impressions of the organization's website, brochure or other publications? Have I reviewed a biography of the chief executive?
- 5. Chairperson’s role This Person Provides Leadership to the Board Encourages a Map for Strategic Planning Appoints Committee Members Discusses Issues Facing the Organization Monitors Financial Plans and Reports Formulate Performance Evaluations for the CEO
- 6. Vice Chairperson’s role This person is a successor to a Chairperson. Committee members report to the VP regarding logistics of a task force and recommendations. The VP works closely with the CEO to assign a task force and responsibilities for employees who supervise projects made by the Board. Both the VP and CEO evaluate annual goals set forth for the organization.
- 7. Secretary & treasurer The Secretary records board meetings and distributes these minutes. The Treasurer manages finances of an organization with annual budgets that need to have Board approval. Financial policies and management procedures are outlined by the Board. The CEO will execute these objectives to employees of an organization.
- 8. Conflicts of interest What if an active board member is affiliated with another organization that represents a conflict of interest? Loyalty is the main obligation of a board member. Avoid having spouses or family members serve on a Board. Prevent conflicts with a concise mission statement for the board and the organization.
- 9. Presentation summary Board members are elected by chapters or related groups that are affected by the organization. Board members have roles identified. Decisions made by the Board will impact policies and procedures for the organization. A conflict of interest may arise if loyalty is in question. That may require new members to be elected for the board. Have a mission statement that drives the culture of an organization.
Editor's Notes
- This presentation looks at the distinction between a committee and a Board of Directors. Much of this content relates to a corporation, LLC or a non-profit organization. A good portion of this information was provided by Dr. McNamara, MBA, PhD, partner in Authenticity Consulting, LLC and the www.managementhelp.org website.
- CEOs are Chief Executive Officers who often find themselves running an organization (for profit or not-for-profit) with the input of a committee or task force. This advice contributes to the information that person will share to the Board of Directors. A legal entity, such as a corporation, will use a Board of Directors to benefit shareholders and to provide leadership direction for the company.
- Serving as a board member is one of the most challenging and rewarding of volunteer assignments. While appointment or election to a board is an honor, board members have important legal and fiduciary responsibilities that require a commitment of time, skill, and resources. Prospective board members do themselves a service by asking some basic questions about an organization. What is the organization’s mission? Can I visit the organization to observe a program firsthand? Does the organization have a strategic plan that is reviewed and evaluated on a regular basis? Is the financial condition of the organization sound? Does the board discuss and approve the annual budget? How often do board members receive financial reports? How is the board structured? Who are the other board members? Is there a system of checks and balances to prevent conflicts of interest between board members and the organization? How can I contribute as a board member? How much time is required for meetings and special events? How are committee assignments made? What orientation will I receive to the organization and to the responsibilities of board service? Will I be expected to make a specific annual financial contribution? What are my impressions of the organization's newsletter, brochure or other publications?Have I reviewed a brief biography of the chief executives in the organization?
- We are moving towards a need to pick affiliations that propel us to greater achievements and connections that contribute to our lives. When joining a committee or board of directors, be sure there is a good sense about the group’s objectives and ways to prevent a conflict of interest.
- Role of a Chairperson for the Board of Directors
- Assigning work responsibilities to committee members will set the agenda as to how a meeting is ran. This ensures proper distribution of meeting minutes and the roles in a task force or committee.
- Supervisors rarely get to understand the advance role that a Secretary and Treasurer of a Board provides. It is important to get board members to know the employees who respond to policies and financial operations of the business.
- Is the mission statement easy to understand. How does this statement benefit the clients or constituents? How can a mission statement be structured so that it clearly identifies a conflict of interest for loyalty with the Board of Directors and employees hired by an organization.
- What is your mission statement? Does it serve the board, shareholders, the owners of a company or the customers. Good luck in your leadership development skills. If you have questions about this material, contact Sonja Onthank of OMG at 503-975-3684.