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Non-profit governance
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04/14/23 1
Unlocking a Few Mysteries - Non-Profit Board Leadership
Stephen C. NickCity Attorney
City of Eau Claire
04/14/23 2
Thank you for the Invitation
City Attorney for Eau Claire State Bar Public Image Committee UMC Lake Street Youth Services Comm. County Bar Association Past President CMEC Board Member and Past President GSA IWC Past Board Member BSA Eagle Scout and Trained Adult Leader
04/14/23 3
Emerging Leaders Society
2008 Board Training Sessions Session 2 – Board Structures and
Introduction to Parliamentary Procedure
04/14/23 4
Topics of Discussion
Servant Leadership Non-Profit Board Structure Officer Responsibilities Board Committees Board Member–Staff Relationship Parliamentary Procedure
04/14/23 5
Servant Leadership
"The first and most important choice a leader makes is the choice to serve, without which one’s capacity to lead is severely limited."
Robert Greenleaf(www.greenleaf.org)
04/14/23 6
Pillars of Servant Leadership
Person of Character Puts People First Skilled Communicator Compassionate Collaborator Has Foresight Systems Thinker Leads with Moral Authority
James Sipe, PhD www.leaderserve.com
04/14/23 7
Board Structure
Officers– President / Chair– Vice-President / Vice Chair– Treasurer– Secretary
Members Staff
04/14/23 8
Purpose of the Board
“Defining the organization and stating its goals and purposes is probably the most critical task that confronts trustees. Everything else that trustees do rests on this basic decision”
• Robert Greenleaf
04/14/23 9
Governing Documents
Articles of Incorporation– Founding document
• est. purpose and powers of organization
– Initial board or incorporators listed By-laws
– Working governing document of org.– Officers and duties– Elections / Terms / Voting / Meetings– Amendments
04/14/23 10
Officer Responsibilities
President– Leader – 7 Pillars
• Person of Character Committed to Serve Public
Vice President– Next in line – operations
Treasurer– Understand budget and report to board
Secretary– Record board actions / Member communication
04/14/23 11
Board Committees Standing Committees
– Established in by-laws or Board action• Executive• Finance• Personnel
Ad hoc Committees or task forces– Issue specific est. by board action
• Intended to accomplish specific task, then dissolve
Where the Work Gets Done! • Board sets policy• Committees recommend and plan• members, volunteers & staff get it done
04/14/23 12
Board – Staff Relations Board Sets Policy Staff Executes Policy
– Daily operations are staff issues 7 Pillars – Communicator / Collaborator
– Good Leader Listens– Good Leader appreciates staff experience
Board has Corporate Responsibility– Must ensure staff accountability to est. policies– Must conduct exec dir performance reviews
• Exec manages and reviews all other staff
04/14/23 13
Parliamentary Procedure
The Basics– Organized
– Fair
– Efficient
Few Specifics– Motion and Second prior to discussion
– Resolve amendments prior to return to main motion
– Take and record votes on action items• Financial decisions a must
• Record actions from at least one annual meeting
04/14/23 14
Thank You!
Thank you for caring about your community
Thank you for being volunteer leaders– “Servant Leaders” as
termed by Greenleaf
Thank you for your time and attention