Leadership Orientation R Cox Board Orientation 1 Topics

Leadership Orientation R. Cox Board Orientation 1

Topics Purpose Mission, Vision Board-Staff Team Board Responsibilities Sunshine Law Practical Board Tips The Officers Executive Committee R. Cox Board Meetings Recruiting Leaders Committees Financial Issues Goal Setting Risk Management Insurance Office Operations Board Orientation 2

Ground Rules Relax and be comfortable. Listen so that your leadership year will be as effective and powerful as possible. Ask questions as they arise. Think in terms of your role as a director; responsible for the well-being and future of this organization. R. Cox Board Orientation 3

Purpose of Board Orientation There are 1. 4 million non-profit organizations in the USA. The average number of directors on a board is 19. About 26 million persons serve on boards. Training tends to be categorized as “on the job. ” We’re glad you’re serving on this board! R. Cox Board Orientation 4

Purpose of Board Orientation To share key information about the organization. To focus on the strategic direction, mission and goals of the organization. To encourage questions and to explore opportunities for the organization. To manage risks associated with leadership. R. Cox Board Orientation 5

The Mission Statement To promote Independent Living for and by individuals with disabilities; to enable them to take control of their lives; to ensure that the necessary support services are available to enable them to be active participants in their community; and to prevent unnecessary institutionalization. R. Cox Board Orientation 6

Organizational Chart Ken Hall President, Board of Directors Robert Cox Executive Director John Nelson Administrative Assistant R. Cox Michelle Deal Community Living Advocate Carol Davis Deaf Services Coordinator Angie Dyer Independent Living Specialist Board Orientation Beverly De. Marcus Independent Living Specialist Margaret Mc. Ginn Financial Coordinator 7

The Governing Documents R. Cox Board Orientation 8

The Tools of Governance The Bylaws Articles of Incorporation Policies & Procedures Strategic Plan or Goals Budget for Current Year Position Statements or Platform R. Cox Board Orientation 9

Florida Sunshine Law DRC falls under the Sunshine Law. Fl Statute 286. 011 Meetings of public boards must be open to the public. Reasonable notice of such meetings must be given. Minutes of the meetings must be taken. R. Cox Board Orientation 10

Board Responsibilities Determine and understand the organization’s mission and purposes. Select the chief executive officer (CEO). Support the CEO and assess his or her performance. Ensure organizational planning and goal setting. R. Cox Board Orientation 11

Board Responsibilities Manage the organization’s resources. Determine, monitor and strengthen programs and services for members-constituents. Promote the organization’s image. Ensure legal and ethical integrity in the organization. Help recruit new leaders. Assess and measure organizational performance. R. Cox Board Orientation 12

The Board - Staff Relationship Two Elements, One Team Board focuses on governance; being visionaries; strategically moving forward. Staff manages the day to day operations. Consider it a partnership, alliance, collaboration between board and staff to achieve the goals of the organization. Avoid micromanagement. R. Cox Board Orientation 13

Practical Steps for Bd. Service u. There are practical steps that make board service more effective and the outcomes more rewarding. u. These are the practical aspects of serving. u. The board should discuss and add other common sense tips for effective board work in the year ahead. R. Cox Board Orientation 14

Practical Steps for Bd. Service Attend all board meetings. Start and end meetings on time. Study and understand the mission statement, bylaws, policies and goals. Prepare for meetings by reviewing the agenda and supporting documents. Treat information and discussions as “confidential. ” R. Cox Board Orientation 15

Practical Steps for Bd. Service Promote the organization to others. Recruit future leaders to help govern the organization. Stay current on issues and trends impacting the organization and the membership. Get involved in committee work. Make contributions and assist with fund raising. R. Cox Board Orientation 16

The Officers The officers have special duties described in the bylaws. In many associations, the officers make up an “Executive Committee. ” Both aspects are described herein. R. Cox Board Orientation 17

Role of the President Serves as chief elected officer of the organization. Presides over all meetings or designates a person to do so. Interfaces with the chief staff officer (executive director). Leads performance reviews of (1) board and (2) chief staff officer. Appoints committees in accordance with bylaws. R. Cox Board Orientation 18

Role of the Vice President Serves in the absence of the president. Performs such duties as identified in the bylaws or assigned by the president. R. Cox Board Orientation 19

Role of the Secretary Oversees the custody of all corporate records, except financial records. Monitors the accuracy and timely distribution of meeting minutes. Performs such duties as identified in the bylaws or assigned by the president. Often chairs a bylaws committee. R. Cox Board Orientation 20

Role of the Treasurer Oversees all funds and financial records. Prepares an annual budget for approval. Keeps records of all income and expenses. Responsible for filings required by law associated with finances. Performs such duties as identified in the bylaws or assigned by the president. R. Cox Board Orientation 21

Role of the Past President Adds continuity to the board, especially during transition. Assists the elected president as needed. Often chairs the nominating committee. R. Cox Board Orientation 22

The Executive Committee Meets to conduct business between board meetings. Authorized by the bylaws and restricted by established policies and precedents. Allows important business to be conducted as issues arise with short notice. R. Cox Board Orientation 23

Financial Responsibilities The board should carefully review all financial reports. The treasurer, with staff assistance, will present a financial report for the previous period, at each meeting. An annual audit should be performed by an independent accountant. R. Cox Board Orientation 24

Committees Most organization’s utilize committees. They help the board get work done. They identify potential leaders. They serve as a way to segment and serve the interests of subgroups of members. R. Cox Board Orientation 25

The Committees Standing Ad Hoc/Task Forces R. Cox Board Orientation 26

Committee Trends Standing Committees - found in the bylaws, ongoing. Ad Hoc & Task Forces - appointed as needed, disbanded upon completion of task. Work Groups, Knowledge Networks and Special Interest Groups (SIGs) - specific in nature. R. Cox Board Orientation 27

Board Meetings The Agenda The agenda is prepared with the input of the chief elected office, staff, with consideration of current issues, member needs and pending business. If you have input for the agenda, be sure to provide it to the chief elected officer, or staff, well in advance of the meeting. R. Cox Board Orientation 28

Board Meetings Minutes are a legal record of the meetings. They are not a record of side conversations or a reminder document for leaders and staff. No audio recordings should be maintained once the minutes are approved. The minutes are to be approved at the next convened meeting of the board. R. Cox Board Orientation 29

Board Meetings The Rules of Order Procedural rules are used to maintain order at meetings. All persons must be recognized by the chair before speaking. Time limits may be set on certain topics. Learn the basics of rules of order to be sure motions and procedures are understood to your benefit. R. Cox Board Orientation 30

Recruiting Leaders A responsibility of board members is to identify future leaders. The nominating committee plays a key role, but so does every board member. Training programs encourage and help recruit leaders. R. Cox Board Orientation 31

Goal Setting Limit the number of goals to 4 to 6 so that resources are not exhausted and success in achieving them is more likely. Within the goals should be strategies as to how the goals will be achieved. Within the goals and strategies should be tasks assigned to committees, volunteers, staff and outsourcers. R. Cox Board Orientation 32

Outcome Oriented Goal Setting Goal statements should include an action verb. (Retrain and recruit members…. . ) They should be simple, clear, understandable. Goals include measurable quantities and timeframes. Goals must be reasonable, manageable. Goals focus on the end, not the means to the end. R. Cox Board Orientation 33

Goals Set in a Strategic Plan Most organizations have a strategic plan that can be used as a road map for the leadership and staff. A strategic plan should be updated annually or every other year. R. Cox Board Orientation 34

The Strategic Planning Process Determine the value of creating a plan or updating an existing plan. Conduct a member survey to determine strengths, weaknesses opportunities and threats. R. Cox Board Orientation 35

The Strategic Planning Process Draft the plan and circulate it for additional input from key stakeholders. Formally adopt the plan and promote it as the future direction and services of the organization. Promote and implement the finished product. R. Cox Board Orientation 36

Risk Management There is risk associated with board service. Insurance is one way to minimize risks. Consider a Risk Management Strategy to protect the organization. The Volunteer Immunity Act may not cover all risks associated with the organization. R. Cox Board Orientation 37

Volunteer Immunity Laws Often Misunderstood Fed. Volunteer Protection Act passed in 1997. Adopted by most states. Indemnifies volunteers if they act of behalf of organization with good judgment. Does NOT cover any criminal activity, nor negligence. Does not prohibit lawsuits. Protects organization for up to the extent of the assets of the organization. Does not eliminate the need for insurance! R. Cox Board Orientation 38

Common Insurance Coverage's General Liability - covers property damage. Directors and Officers Liability (D&O) - covers the actions of the leadership, for example antitrust violations, wrongful hiring, etc. Meeting Cancellation - covers canceled meetings and the loss of anticipated profits. Fidelity Bond - covers employees stealing assets. R. Cox Board Orientation 39

Risk Management Strategy Evaluate the organization’s risk. Eliminate risks as much as possible. Purchase insurance to minimize risks. Constantly review the potential risks and work to minimize them. R. Cox Board Orientation 40

Board Legal Considerations Duty of Care 1. Good business judgment at all times. 2. Due diligence in decision making. Duty of Loyalty 1. Avoid conflicts of interest. Duty of Obedience 1. Faithful to the mission and goals. 2. Follow the governing documents. R. Cox Board Orientation 41

Risk - Special Precautions* Apparent Authority 1. Committees may not usurp the authority of the chief elected volunteer. 2. Policy to restrict stationery for staff and chief elected officer use only. IRS Issues 1. Unrelated Business Income Tax 2. Public request for tax returns. R. Cox Board Orientation * Be sure you understand these concepts or find help. 42

Office Operations Hours of operation. Meeting the staff and their roles. Phones, addresses, website, etc. The publications. How to enroll members. R. Cox Board Orientation 43

Thank You for Serving! The board experience should be a positive one. The board is the caretaker of the organization. The board speaks as a whole, no board member should have more input or authority than others. Always ask questions as they arise. Thank you for serving on the board! R. Cox Board Orientation 44