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?