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Basic Board Governance
Dan ClarkPaul Lachapelle
Effective Boards
• Three Themes – Value of engaged members– Strong leadership– Good process
• When these areas are working well, a positive dynamic is created.
• Any one area challenged, it affects the other areas and can stall or lead to ineffectiveness.
Research Says. . . . .
• Policies and procedure in place• Effective planning for the future• Consensus-based decision making • Shared leadership• Engage member participation• Anticipate and manage change
Balancing Act
Task
Environment
Maintenance• Making Decisions• Making Plans• Solving Problems• Achieving Goals
• Relationships• Process• Positive Climate• Addressing Needs• Developing
Cohesion
• Context of Organization/Community• Understand – Analyze – Balance – React - Adapt
Legal Obligation
• Duty of Care– Exercising your best judgment when making
decisions• Duty of Loyalty
– Putting aside your personal and professional interests for the good of the organization
• Duty of Obedience– Ensuring that the foundation stays true to its
mission and purpose
Collective Responsibilities of the Board
• Setting Direction• Ensuring the Necessary Resources• Providing Oversight
Setting Direction
• Articulate the foundation’s mission, vision and values and understand and support its objectives
• Setting policies for the operations and practices of the foundation
• Determine and overseeing the grantmaking strategy
• Establish a “donor development” strategy
Ensuring the necessary resources
• Ensuring the necessary resources– Hiring and supporting the Chief Executive– Developing a strong, effective board– Ensuring adequate financial resources– Putting forth a positive image of the foundation in
the community
Providing Oversight
• Serving as fiduciary stewards by monitoring financial performance.
• Defining measures of success and monitoring the foundation’s programs and activities.
• Guaranteeing accountability and ensuring legal and ethical standards and compliance.
• Evaluating the chief executive.• Engaging in continuous board self-assessment.
What will make me a better board member?
• Active Participation• Keeping Informed• Upholding your Foundation‘s Ethics and Values• Supporting the Foundation in Every Way You
Can
Active Participation
• Attending meetings and events.• Serving on committees, carrying out
assignments and scouting for prospective donors and board members.
Keeping Informed
• Getting to know and thoroughly understanding your foundation’s missions, financial outlook, grantmaking areas and other goals and objectives.
• Preparing for board and committee meetings.• Staying abreast of related issues in your
community and in the field of philanthropy so that you bring meaningful input to the board.
Upholding your Foundation‘s Ethics and Values
• Following the conflict-of-interest and confidentiality policies set by the board.
• Make sure you are acting for the good of the foundation in all things having to do with the foundations finances.
Supporting the Foundation in Every Way You Can
• Represent the foundation in the community; what you do and say reflects on its mission, values, and effectiveness.
• Becoming comfortable speaking to the public about your foundation’s mission and goals.
• Taking a leadership role within the foundation’s boardroom
• Keeping your ear to the ground for feedback on foundation activities
7 Common Traps
1. Letting Private Interests Influence Public Decisions
2. Lacking Direction and Purpose3. Filling Seats with the Usual Suspects4. Making Decision Outside of the Meeting5. Getting Stuck in Conflict6. Boring Business as Usual7. Losing Control of the Group
Private vs. Public
• Home/Friends• Belonging• Alike/Closed/Closeness/
Loyalty• Opinion/One Person/
Spontaneous• Self-Esteem/
Unconditional Acceptance
• Community/Work/City• Problem Solving• Diverse/Open/
Recognition/Accountable
• Deliberative Judgment Collaborative/Strategic
• Problems Solved/ Public Creation
Place, Goal, Characteristics, Decision-making, Outcomes
Trap 2 – Lacking Direction and Purpose
• Focus on purpose and results– Ensure the committee is meeting the need of why
it was formed and is able to identify success• Set shared vision and goals
– Collective sense of what is important and why• Inform new committee members
– Build familiarity with the committee’s purpose and goals
Trap 3 – Filling Seats with the Usual Suspects
• Committees that are most effective take care to recruit members wisely:– Recruit members with diverse perspectives– Seek representation from multiple sectors– Use the right approach to recruit members
What does your community look like?Senior Citizens
School/Educators
Faith Community
Business
Long Time Residents
Service Groups
Elected Officials
Youth
New Comers
Recruit Members with Diverse Perspectives
• Those committees with different perspectives, ideas and abilities have a potential advantage– Background– Culture– History– Religion– Ethnicity
– Skills – Gender– Ages– Physical ability– Employment
background
Seek Representation from Multiple Sectors
• Agriculture• Arts & Culture• Banking• Business• Chamber of Commerce• Civic Organizations• Faith Community• Youth
• Health Care• Law Enforcement• Local Government• Media• Natural Resources• Senior Citizens• Technology
Trap 4 – Making Decisions Outside of the Meeting
• Recognize Typical Group Decision-Making Tensions
• Decide How to Decide• Set-up Information and Communication
Systems
Group Decision-Making Tensions• Dialogue
– Explore and understand the many sides and angles of a complex issue
– Use divergent thinking methods– Generate many options and new ideas
• Deliberate– Use convergent thinking methods– Sort and narrow the options – Determine final set of options or choices
Typical Group Decision-Making Dynamics
The “Groan Zone”
New Topic Decision Point
Divergent Thinking Convergent Thinking
Typical Options
Atypical Options
Adapted from: Kaner, S. Facilitators guide to participatory decision-making (1996)
Decide How to Decide• When a decision needs to be made, what will be
the process?– Consensus, Consultation, Majority Vote, Thumbs
• Once decisions are made, are they final?– Is there an opportunity to reconsider? Rules
• Who is responsible for handling problems/ conflicts?
• Does anyone have authority to delegate, appoint or make decision on behalf of the committee?
Decision Making Methods
• Majority Vote (50% + 1)
• Absolute Consensus (unanimous agreement)
• Modified Consensus (agree with decision)
• Consultative (advisory to decision-maker)
• Consultative Consensus (input represents the consensus)
Formal Action
• Information/Presentation/Report• Question/Answer• Public Input• Motion• Discussion/Debate• Act
Fist to Five
• Fist: No way, I’ll block it• One finger: I don’t agree, but I won’t block it• Two fingers: I don’t agree, but I’ll work for it• Three finger: I’m neutral• Four finger: It’s a good idea, I’ll work for it• Five fingers: It’s a great idea, I’ll lead
– What will it take to move your vote to neutral or supportive?
– What would be a more acceptable proposal?
By-laws
• Resolution (if created by local government)
• Purpose (defined in 501c(3) documents)
• Ground Rules• Governance Structure (Executive Board)
• Membership• Quorum• Abandonment of Office/Duty• Decision-making Authority (as individuals and as a group)
• Decision-making Process• Policy Making Authority
Questions?