Wisconsin Lakes Partnership
Lake Leaders Handbook - Section 3

Temporarly out of print in paper! - But it is here on this web site.
PEOPLE

BUILDING A BOARD THAT WORKS

by Frank Martinelli

Some lake organizations, such as county- and state-wide associations, have formed as not-for-profit organizations with a board of directors. This segment contains information and sample documents that may help your board revitalize and run smoothly. A well-informed and well-trained board is absolutely essential if your organization is to effectively serve the community.

ROLES AND RESPONSIBILITIES OF A BOARD OF DIRECTORS

Developing an effective board of directors begins with a clear understanding of your roles and responsibilities. Successful nonprofits need a strong board of directors which assumes ultimate responsibility for all activities of the organization. Board members, in effect, own the organization. They are the final policy makers and they employ staff.

The board has three broad areas of responsibility: policy and program development; community and organizational development; fundraising and support development.

The first, policy and program development, begins with determining and then periodically reviewing the mission or general purpose of the organization. It also covers planning creatively for the future including short and long term plans for programs policies, resources and support, finances, personnel and institutional development, as well as guiding the implementation and evaluation of programs and services.

The second area, community and organizational development, means broadening the organization's base of support in the community; interacting with the community to generate or bring new issues and community needs to the organization; maintaining accountability to the public, government, members, clients, and staff. It also includes training and development current and new leaders within the membership, board, committees, and staff.

The third area, fundraising and support development, includes giving personal time and money; developing your donors, members, and supporters, recruiting volunteers; leading and supporting fundraising campaigns; and reporting results to your funding sources.

The three areas are closely linked to each other: if your Board is going to make decisions that reflect the true interests and needs of the community, the members must maintain good communication with that community. If your Board is expected to raise funds to support the programs of the organization, then board members must be involved in program planning and decision-making. If the organization is counting on board members to raise funds from the community, then board members need to maintain relationships with individuals and institutions in that community.

WHY BOARDS FAIL

There are several common reasons why some boards fail. Taken together, they provide a checklist for evaluating your own organization's board and its problem areas. Looking at the reasons why boards fail can be the first step in revitalizing your board. Let's take a look at some of them.

THE PROCESS OF BUILDING A BOARD

Building a more effective board is a process. Things don't change overnight in organizations. It takes a commitment on the part of the leaders of a board to make it happen. The experience of other nonprofits suggests that it can take two-five years to create an effective, self-renewing board. But if your board members are willing to make the commitment, dramatic improvements are possible almost immediately by applying the proven techniques that will be presented in this article.

NOMINATION / RECRUITMENT PROCESS

For a board to operate successfully each member must understand and accept the specific duties and responsibilities that come with board member status. More and more organizations have found it helpful to develop a written statement of agreement for board members. This statement serves as a job description and clarifies board responsibilities. It might include statements like:

The board is now ready to appoint a nominations committee that is responsible for the recruitment process. It is up to the nominations committee to communicate the board expectations to prospective members.

The committee's first step is to assess the skills of the current board and determine which, if any, are lacking. In this way the nominations committee can set recruiting priorities.

Often, the effort is made to recruit the most visible community leaders. However, in the search for new board members, the best prospects are people who are willing to commit the necessary time to the organization and who also possess the skills and experience the board is looking for.

By now it should be clear: if you expect new board members to be active, you have to tell them before they are brought onto the board! The best way to communicate these expectations is through the job description mentioned earlier.

THE EXECUTIVE COMMITTEE

Another critical element in board effectiveness is a functioning executive committee. In most organizations, the executive committee consists of the four executive officers of the board: the president, vice president, secretary and treasurer. Sometimes other members of the board are included as part of the executive committee. For example, chairs of the standing committees or at-large members from the board.

The executive committee plays three critical roles: plan the agenda of board meetings, make decisions on behalf of the full board, and serve as a communication link with other members of the board, especially the committee chairs.

To facilitate its work, the executive committee should meet on a regular basis. The president and executive director should develop an agenda for the executive committee in advance of their meetings.

BOARD COMMITTEE STRUCTURE

As important as the executive committee is, it's only one part of the total committee structure. You can't begin to talk about an effective board without talking about committees. They do the bulk of the work of the organization, thereby freeing the full board for attention to matters like long range financial planning and policy development.

An Effective Committee Structure Helps To:

There are three elements of committee effectiveness:

  1. Written Committee Description: First, there should be a written description of what is expected of each committee to guide the chair and members. The description should summarize the purpose of the committee, its composition and selection procedure, and the specific duties of the committee.

    Committee Description: Fundraising

    GENERAL PURPOSE: to raise funds to meet the budget of the organization

    RESPONSIBILITIES:

    l.  Develop the annual fundraising strategy;
    2.  Develop the necessary sub-committees to carry out the fundraising plans;
    3.  Develop a plan for involving board members in fundraising;
    4.  Investigate new fundraising ideas for future use;
    5   Report to the board on a monthly basis.


  2. Effective Chairperson: The chair should be a board member. This helps to assure that the leadership of the Committee is "in sync" with that of the Board as a whole. The chair is responsible for preparing agendas for the meetings, assigning responsibilities to committee members and following up to make sure the work is being done. It is also essential that the committee chair have strong group planning and facilitation skills. Arrange for readings and/or workshops to assist in gaining and improving these skills.

  3. Member Recruitment: Each standing committee is generally composed of five-eight people. They can be a mix of board and non-board members and should be recruited with the following question in mind: what tasks is the committee responsible for and who among our members and supporters possess the skills and experience needed to complete those tasks?

The organization should also be prepared to provide training to committee members to help them sharpen their skills.

BOARD SELF-EVALUATION

A well-planned recruitment process and an effective committee structure lays the ground work for improved board performance. However, every so often the board as a whole needs to step back and look at itself. In order to maintain a high level of performance, a process for annual board self-evaluation is needed. It happens informally when directors get together and talk about individual and board concerns. But a formal process is also necessary.

In order to have board member support for the process, the evaluation must be presented as a vehicle for two-way communication: an opportunity for individual board members to give and receive feedback.

Such an evaluation should be done at least annually. A good time is mid way into the board year. By that time board members have had an opportunity to demonstrate their commitment and enough time remains to take corrective action if necessary.

A thorough evaluation would cover two areas: individual board member performance and a look at board and committee operations as a whole.

Each board member should first be asked to assess their performance as a board member in critical areas such as input into policy and decision-making, committee participation, and fundraising. Board members should also be asked if there are any factors that have helped or hindered their performance. Finally, they need to be asked what they would need to maintain or increase their level of commitment.

The results of this assessment can then be used by the President and Executive Committee to determine which board members deserve positive feedback for acceptable performance and which board members, because of inadequate performance, need to be reminded of their responsibilities.

Board evaluation should also include a look at board and committee performance as a whole. Board members can be asked to list what they see as strengths and weaknesses of the organization as well as their ideas for changes that would improve board effectiveness. A summary of the strengths, weaknesses, and suggestions for improvement would then be sent to board members for study. At the next meeting, a plan for corrective action would be adopted.

STARTING THE PROCESS OF BOARD DEVELOPMENT IN THE ORGANIZATION

The first step is to discuss with other members of the board what they see as the current strengths and weaknesses of the board. Try to identify those areas for improvement that everyone can agree on. Next, develop a plan for implementing some of the techniques described in this program. Set realistic, achievable goals. Remember: building a board that works is a process that takes time. By applying some of the ideas presented here, you will see steady improvement. Many boards have been through this process and seen results.

The time to start the process, the time to accept the challenge is now...

PRINCIPLES OF BOARD GOVERNANCE

by John Carver

SAMPLE POSITION DESCRIPTION FOR
MEMBER OF BOARD OF DIRECTORS

Function:

As representatives of the public, be the primary force pressing the organization to the realization of its opportunities for service and the fulfillment of its obligations to all its constituencies.

Duties:

PLANNING

ORGANIZATION

OPERATIONS

AUDIT

MEMORANDUM OF UNDERSTANDING


SAMPLE BOARD MEMBER RESPONSIBILITIES

  1. Attend monthly meetings (approximately 13 meetings at 1.5 hours each). Be accessible for personal contact between meetings.

  2. Provide leadership to board committees. Presently, they include Fund Development, Membership, Strategic Planning, Nominations, Executive (Board Officers). This requires at least one meeting per month plus individual task completion time.

  3. Commit time to developing financial resources; provide personal financial support as able.

  4. When called on. be public representative of __________ to support its interests and community-based philosophy, utilize skills, contacts and knowledge for the advancement of ____________

  5. Responsibly review and act on committee recommendations; educate self on issues before the Board.

  6. Participate in the development, monitoring and evaluation of ________ policies and programs, establishing an annual budget and a fundraising plan.

  7. Participate in _______ events.

I am aware that this document is an expression of good faith and provides a common ground from which Board members can operate. Additional information on organizational mission and Board responsibilities is contained in the ________ by-laws which I have read.

____________________________________________   _____________
Signature	                                 Date
Roles and Responsibilities of Board Members

Division of labor between board members and the executive director or officer

Responsibility Board of DirectorsExecutive Director or Officer
Legal

Exercises fiduciary role to ensure that the organization is properly managed. The Board should have a mechanism to validate information from the Executive Director.

Maintains corporate status; ensures that proper paperwork is submitted to governmental agencies.

Reviews financial and business dealings to protect the organization from lapsing into private foundation status and exercises proper judgment in self-dealing transactions.

Must provide information to the Board to demonstrate that the organization is well managed.

Compiles information for annual filing requirements.

Signals if either of these situations is likely to occur.

Finance/
Accounting

Approves annual budget.

Reviews periodic financial reports (balance sheet, income statement, changes in financial position).

Ensures that proper internal controls are in place.

Prepares annual budget with input from staff and accounting department (depending on size of organization).

Oversees preparation of periodic financial reports.

Implements proper financial controls.

Planning

Establishes mission and program direction for organization.

Reviews program plan and progress.

Conducts or reviews program evaluation plan.

Develops specific program goals and objectives based on the board-specific mission.

Develops reports or oversees staff development of reports to demonstrate program progress.

Policy

Sets policy.

Implements policy (the specific operational decisions are the staff's responsibility).

Personnel

Reviews personnel policies.

Hires Executive Director/Officer and evaluates performance.

Implements personnel policies.

Hires all other personnel and evaluates performance of staff members (or delegates to appropriate supervisor).

Resource
Development

Establishes fundraising goals and participates in fundraising efforts.

Determines feasibility of fundraising goals.

May conduct research and assist in fundraising efforts.

Board
Governance

Maintains minutes, attendance records, and deals with Board members who have lapsed in their responsibilities.

Recruits new board members (in non- membership corporations).

Office staff may assist with preparation and distribution of minutes.

May suggest names for consideration.

Source:

Building and Maintaining an Effective Board of Directors,
Center for Nonprofit Management in Southern California.

LEVELS OF BOARD INVOLVEMENT IN FUNDRAISING

As nonprofit organizations grow and develop, their board's involvement in fundraising also changes. Below, four stages of organizational evolution are outlined, giving the typical roles played by board and staff in fundraising activities as the organization becomes increasingly sophisticated.

Getting Started

Covering the Basics

Diversifying the Income Base

Maintaining a Wide Range of Donors

INTERDEPENDENT RELATIONSHIP OF BOARD AND STAFF IN FUNDRAISING

Role of the Board

To ensure that all necessary resources are obtained/available to achieve organizational goals.

  • Affirm mission, goals and objectives
  • Attend meetings with funding sources
  • Approve budgets
  • Approach personal contacts
  • Approve fundraising plans
  • Attend public affairs
  • Assist in identifying sources
  • Attract resourceful people
  • Assist in determining strategies
  • Ask for money
  • Appropriate personal funds
  • Role of the Staff

    To provide the support system and activities which will ensure that fundraising goals can be met.

  • Determine goals and objectives
  • Prepare budgets
  • Identify potential donors
  • Research potential donors
  • Develop fundraising plans
  • Write proposals
  • Produce promotional materials
  • Prepare grant applications
  • Provide back-up support for special events
  • Solicit local businesses, churches, etc.
  • Implement fundraising activities
  • Report to fundraising committee and
    funding sources
  • Maintain accurate and thorough records
  • Package organizational activities as
    fundraising projects
  • Compile statistics
  • EXECUTIVE COMMITTEE

    General Purpose

    The executive committee is commissioned by and responsible to the board of directors to function on behalf of the board of directors in matters of emergency and in interim periods between regularly scheduled board meetings. The executive committee shall have and exercise the authority of the board of directors provided that such authority shall not operate to circumvent the responsibility and authority vested in the board of directors by the by-laws, and any action taken is to be ratified by the board of directors at its first subsequent meeting.

    Appointments and Composition

    Responsibilities

    FINANCE COMMITTEE

    General Purpose

    The finance committee is commissioned by and responsible to the board of directors. It has the responsibility for the preparation of the annual budget of the organization. The finance committee shall be assisted by the executive director.

    Appointments and Composition

    The members of the finance committee shall be the treasurer of the board who shall serve as chair, the president who shall serve as an ex-officio member, together with two other directors appointed by the president.

    Responsibilities

    BOARD DEVELOPMENT COMMITTEE

    General Purpose

    The board development committee is commissioned by and responsible to the board of directors to assume the primary responsibility for matters pertaining to board of director's recruitment, nominations, orientation, training, and evaluation in accordance with the by-laws of the organization as well as established policies and practices approved by the board of directors.

    Appointments and Composition

    Appointments of the chair and members of the board development committee shall be made annually by the president of the board with advice and consent of the board in accordance with the by-laws. The chair of this committee shall be a member of the board of directors.

    Responsibilities

    FUNDRAISING COMMITTEE

    General Purpose

    The fundraising committee is commissioned by and responsible to the board of directors to assume the primary responsibility for raising non-grant funds to meet the budget of the organization. The board of directors, in consultation with the fundraising committee, finance committee and executive director, will determine the fundraising goal for the fundraising committee.

    Appointments and Composition

    Responsibilities

    BOARD ORIENTATION CHECKLIST

    ____ Letter(s) of introduction from board president, executive director
    and/or introduction/purpose of manual statement
    ____ Mission or purpose statement
    ____ History of organization
    ____ Bylaws/Constitution
    ____ Organizational charts - Board/Staff/Volunteers
    ____ List of board directors and officers with mailing
    addresses and phone numbers
    ____ List of key staff members
    ____ List of ancillary boards
    ____ List of board committees with names of chairperson and members
    ____ Board director and officer job descriptions
    ____ Committee commissions and work plans
    ____ Key staff job descriptions
    ____ Key staff resumes/vitae
    ____ Roles of the board directors
    ____ Responsibilities of the board
    ____ Liabilities of the board
    ____ Minutes from recent meetings (2 to 4) of the board
    ____ Organizational policies
    ____ Personnel policies
    ____ Community/Target population profile
    ____ Program descriptions
    ____ Current year program plans with goals and objectives
    ____ Annual planning calendar
    ____ Most recent organizational evaluation
    ____ Long range or strategic plans
    ____ Case statement
    ____ Promotional literature
    ____ Annual report
    ____ Most recent interim financial statement
    ____ Budget for next year (if available)
    ____ Fundraising plans for fiscal year
    ____ Last year's budget
    ________________________________________________
    Additionally, it may be appropriate to include:
    ____ Research reports, articles or other written materials providing
    in-depth information on the issues/problems/programs of the organization
    ____ Selected bibliography of topics pertaining to work of the organization

    INDIVIDUAL BOARD MEMBER EVALUATION FORM Your Name_____________________________

    1. Are you satisfied with your performance as a board member in the following areas:
      (Check spaces that apply)

      Very GoodAdequateNeeds Work
      Input in policy/decision-making______________________________
      Committee participation ______________________________
      Fundraising______________________________
      Community outreach______________________________


    2. What factors contributed to your performance or lack of performance in the areas above: (be specific)
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________

    3. Here's what I would need from the organization to increase my commitment:
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________
      _________________________________________________________________________________________________________

    SAMPLE BOARD POLICIES

    Introduction: The following sample board policies are based on the work of John Carver, author of Boards that Make a Difference.

    His approach to board governance can be summarized in this way: "It is the responsibility of the board to be the visionary leaders of the organization. The board must remain focused on the ultimate ends of the organization expressed chiefly in the mission, vision and strategic goals as the board's tendency to meddle in the means that staff devise to carry out the ends of the organization as determined by the Board." The policies that follow express this critical distinction between board "ends" and staff "means."

    Board Policy on the Manner of Governing

    The board will approach its task in an manner which emphasizes strategic leadership more than administrative detail, clear distinction of board and staff roles, future rather than past or present, and pro-activity rather than reactivity. In this spirit, the board will:

    Board Policy on Officer Responsibilities

    Officers of the board are in the service of the board. As such they are bound by board wishes and by limits of board authority. The officers may meet as a group with the executive director for purposes of preparing agendas and other pre-board work (as defined by its policy on committee process), but they may not act in place of the board, except as it specifically delegates.

    President: The president is to assure the integrity of board process including effectiveness of meetings and the board's adherence to its own rules. The presidential succession, in cases of temporary absence of the president is the vice-president, the treasurer, and the secretary. In the absence of the president, the term "president" shall be construed to apply in due turn to this succession of officers.

    Vice-President: The vice-president will act in the absence of the president. The adherence to its own rules.

    Treasurer: The treasurer is to perform duties in connection with the finances of the organization as may be required by the board. Duties of the treasurer will neither lessen nor add to the executive directors's accountability to (and only to) board policies on fiscal conditions and budgeting.

    Secretary: The secretary, by affixing his/her signature, shall attest formally to the legitimacy of board documents. The secretary also is responsible to the board for reporting on and noting any inconsistencies of board actions.

    Board Policy on Committee Operations

    The board may, from time to time, establish committees to help carry out its responsibilities. To preserve the central role of the board in governance, committees will be used sparingly, only when other methods have been deemed inadequate. Committees will be used so as to minimally interfere with the wholeness of the board's job.

    Non-profit organizations around the country fill a vital role in finding solutions to issues and carrying on projects that otherwise would go undone. An effective board is a powerful tool to assist your organization in reaching its goals!

    REFERENCES

    Bernstein, Albert J. 1989. Dinosaur Brains: Dealing With All Those Impossible People at Work. John Wiley and Sons, New York, NY.

    Covey, S. R. 1989. The Seven Habits of Highly Effective People. Simon and Schuster, New York, NY.

    Evans, P. 1989. Motivation and Emotion. Routledge, New York, NY.

    Fisher, Roger and William Ury. 1983. Getting to Yes: Negotiating Agreement Without Giving In. Penguin Books, New York, NY.

    Hunsaker, P. L. and A. Allesandra. 1986. The Art of Managing People. Simon and Schuster, New York, NY.

    McCurley, S. and R. Lynch. 1989. Essential Volunteer Management. Heritage Arts Publishing, Downers Grove, IL.

    Miller, L., B. Rossing, and S. Steele. 1992. Partnerships: Shared Leadership Among Stakeholders. University of Wisconsin, Madison.

    Moore, L. F. (ed.). 1985. Motivating Volunteers. Vancouver Volunteer Centre, Vancouver, British Columbia, Canada.

    Morrison, Emily. 1983. Working with Volunteers. Fisher Books, Tucson, AZ.

    Pruitt, Dean G. and Jeffrey Z. Rubin. 1986. Social Conflict: Escalation, Stalemate and Settlement. Random House, New York, NY.

    Ury, William. 1991. Getting Past No: Negotiating with Difficult People. Bantam Books, New York, NY.

    Vineyard, S. 1991. Secrets of Motivation. Heritage Arts Publishing, Downers Grove, IL.


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    Last Revised: Wednesday August 09 2006