Articles of Incorporation

Like the constitution of the country. Filed with state to create a business. States the purpose of the organization. States the primary activities of the

organization Can be amended but is a bigger deal

than amending the bylaws. 

Bylaws

Are like the laws that govern the country. They are how organization runs. Are the primary governance document. Should reflect the articles of incorporation by

doing what the articles state. Should define board terms, executive committee

function and make-up, and officer terms.

Roles of the Board

Both should be reviewed every three years.

3 Legal Duties:

Duty of due care- must be an active participant in organization’s management and have reasonable inquiry into the operations of the organization.

Duty of obedience-must follow organization’s governing documents and all federal and state laws.

Duty of loyalty- Decisions regarding the organization's funds and activities must promote the organization's public purpose rather than private interest.

What is the Board?

Owner of institution Governing body Planning and program evaluators Fiscal agents- manage resources effectively Fundraisers Counselors Organizational performance Assessors Ambassador and steward

Personnel policies and rule setter Selectors and evaluators of senior staff Responsible to legally fulfill duties of

organization and Board

The most important function of the Board is to:

Keep resources and efforts focused on the mission of the organization.

Board members should be placed in classes so that a portion of the board rotates off each year and a new set is elected.

What Does the Executive Director Do?

Manages day-to-day operations Supervises and evaluates staff. Carries out strategic plan. Carries out all Board policies. Serves the Board. Is a community liaison. Manages the budget. Fundraises.

Public relations. Assess stakeholder needs. Work with board and other volunteers. Physical plant oversight.

What does the Staff do?

Create an environment of care. Run programs and evaluate results. Manage clients or customers. Report to Executive Director: issues and

concerns, facility needs, programmatic requests, and client needs.

Stewards and PR. Perform daily tasks require to fulfill mission of

organization.

Board interaction with staff below the E.D. should be only through committee work.

Staff reports to the Board should come through the E.D.

Board-staff or staff-board interaction without going through the E.D. undermines effectiveness of the Executive Director and other Board members

How Should a Committee be Structured?

Each committee should have chair that oversees all aspects of the committee work .

The chair is the point person to report all committee work back to the Board.

Members of the committee should perform all work within the confines of the project and report all information back to the committee.

Committee Roles

Created to research issues and report them back to the board

Serve at the pleasure of the board Assume oversight of the task’s that the board

has assigned They work with the E.D and staff They work with volunteers and community and

should always positively represent the organization

They can study problems or ideas and present findings to the board

Board is still responsible for actions taken by committees, so voting is key

Work should be performed in a timely fashion Board should set deadlines for committee work Non-board members can serve on committees

but have no voting power

Recruiting and Nominations of Board Members

Types of Board members:› CPA› Banker› Insurance Agent› Member of group represented› Attorney› Members who will perform committee work

and events› Members who can give or get

APPLICATION FOR APPOINTMENT TO BOARD OF DIRECTORS I. Personal Information Name: Address: Home Phone: Work Phone: Cell Phone: E-mail Address: Employer: Occupation: Length of Employment:   II. ExperiencePlease indicate the areas in which you feel you have skills you could contribute to the Board: ___Accounting ___Public Awareness/Marketing___ Program Development ___Investment___Human Resources/Personnel ___Legal (Juvenile court)

___Fundraising ___Strategic Planning___Social Services Programs

Please list & describe your experience(s) as a Board member and include offices held and your contributions to the agency.  Please list & describe your experience(s) in other charitable/community activities.  Please list & describe your experience(s) with fundraising activities.

Please indicate how you learned of our program & why you are interested in serving as a Board member. Please write a brief statement of your understanding of mission.  III. Availability Do you understand, that if selected, you will be committing to a 3 year term? ___Yes ___No Could you attend monthly Board meetings? ___ Yes___No In addition, could you serve on a committee which utilized your specific talent/interest for approximately 1 hour/month? ___Yes ___No Would you be able to attend an initial training session (1 hour) for new Board members? ___Yes ___No  Would you be able to commit to participating in an annual Board retreat for strategic planning? ___ Yes ___No

How to conduct a board meeting

Have copies of Minutes, agendas, financials, and other voting issues.

Follow Robert’s Rules of Order Table items that become consuming

until of meeting Conduct matters that require a vote at

start of meeting to ensure quorum when needed

Invite guests at the start of the meeting

Why do we have to take minutes?

They become the official record of the business of the organization

They provide a written record of all votes and decisions

They protect the Board

Mission Statement

It says why the organization exists. Explains the aim or purpose of

organization Defines the customer Defines the critical processes

Vision Statement

Expresses the desired destination within a certain time frame

Provides inspiration for daily operations and strategic decisions

Says where you will be in a specified number of years

Says what you will accomplish Becomes the way to do business- post it

and live it- the culture of the organization Must believe in the statement

Value Statement

Grounded in values and define how people want to behave with each other in the organization.

How the organization will value customers, suppliers, and the internal community.

Describe actions which are the living enactment of the fundamental values held by most individuals within the organization.

How should an organization communicate?

Bylaws dictate how board communication should occur.

990 should be available to the board and constituents for review

With donors- through newsletters, thank you letters, annual reports, and events.

With like organizations- create committees to address issues that are common for funding purposes.

Internal Controls

Mail Handling & date stamping Deposits & Donation Handling Check Signing & voided check handling Reconciliation Financial statement preparation and

reconciliation Accounts payable and Accounts

receivable