@hduckworth

Boardology: The Art & Science of Board

Leadership

Holly Duckworth, CAE, CMP

@hduckworth

Leadership Solutions International

Leadership is the art of getting things done thru

inspiring other people.” Holly Duckworth, CAE, CMP

www.leadershipsolutionsintl.com

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An effective board of directors:

___EDUCATES____, ___________ and

___________________ and _________ how to achieve the organizations goals.

An effective board of directors:___EDUCATES____, ___CONNECTS____ and

___________________ and _________ how to achieve the organizations goals.

An effective board of directors:

EDUCATES, CONNECTS

______INSPIRES________ and _________ how to achieve the organizations goals.

An effective board of directors:

EDUCATES, CONNECTS

INSPIRES and ___DECIDES____ how to achieve the organizations goals.

Everything about our associations is changing. You may be running the race

for relevance, or looking at your association in unorthodox ways... but, at

the end of the day it comes down to leading people.

Is it time to panic?

Carpe DiemSeize the day!

Collective Expertise

First Things First

Start With The Truth

@hduckworth

What Now?

This is business, not a club

Role of Board

Governing Documents

Business Plan

Staff conversation for future

Lack of understanding of roles

Paying for things that should have been volunteer (slippery slope)

Fear of change

Doubt right people/staff, positions

Stuck in history

What got you here won’t get you there

Role of the Board of Directors

Questions to Ask Yourself & Your Board

Am I committed to the mission of the organization?

Can I contribute the necessary time to be effective?

Am I comfortable with the approach to fundraising?

Can I place the organization’s purposed and interests above my own professional and personal interests when making Board decisions?

Responsibility of Directors

Must know and understand the mandate of the organization

Must be familiar with those whom they serve (i.e. the members)

Must be transparent in their operations

Must develop appropriate policies and procedures

Must avoid conflict of interest

Responsibility of Directors

Must be fiscally responsible

Must implement assessment and control systems (i.e. for finance, strategic planning)

Must plan for succession and the diversity of the Board

Role of the Board

Communicate.

Listen. Seek to understand before you seek to be understood.

Speak! Don’t be afraid to be understood.

Question? This leads to greater understanding and better decisions.

Make decisions based on situation not personality; avoid all appearance of conflict of interest

Role of the President

The President is the facilitator. They do not control the discussion or mandate policy. The main role is to ask

questions and listen.

They are the official spokesperson for the association, unless they choose to designate someone else.

President

The President shall serve as chairman of both the Board of Directors and the Executive Committee. The President shall also serve as a member, ex-officio, with right to vote on all committees except the Nominating Committee.

At the Annual Meeting and at such other times, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and increase the usefulness of the association.

The President shall perform such other duties as or as may be prescribed by the Board of Directors.

Role of the President Elect

Preside at all meetings in the absence of the President

Work with officers to ensure chapter minimum standards are met

Develop leadership succession planning strategies for chapter

Other duties that may be delegated by the President and/or the Chapter Board of Directors

VP Communications

The Vice President Communications shall oversee the chapter communications.

Timely and newsworthy information to membership

Production of Newsletter, directory and website

All written communication internally and externally

The Vice President of Communications shall also ensure that all written communications follows the chapter Strategic Plan currently in place.

The Vice President Communications will report at all meetings of the Board of Directors and at other times when called upon by the President

VP Education

Oversee the educational offerings of the Chapter, to include program planning and educational alignment with the MPI strategic plan.

Oversee registration, logistics, content and speaker sourcing for all meetings.

Oversee any regional education conference, leadership institutes, the Women’s Leadership Initiative, CMP/CMM programs, the Multi-cultural Initiative, and any new programs that MPI initiates.

The Vice President Education will report at all meetings of the Board of Directors and at other times when called upon by the President.

VP Membership

New member recruitment, new member orientation, member recognition programs, scholarships and Chapter retention.

Access membership reports including new members and retention from the MPI database

Report at all meetings of the Board of Directors and at other times when called upon by the President.

VP Finance

Oversee the Chapter's funds and financial records

Oversee collection of all funds and/or assessments;

Establish proper accounting procedures for the handling of funds;

Responsible for keeping the funds in such banks, trust companies, and/or investments as are approved by the Executive Committee.

The Vice President Finance shall report on the financial condition of the Chapter at all meetings of the Board of Directors and at other times when called upon by the President.

Role of Immediate Past President

The Nominating Committee Chair, ensuring compliance and support of chapter bylaws and policy

Assist with the Chapter of the Year (COTY) preparation as needed

Other duties that may be delegated by the President and/or the Chapter Board of Directors.

Role of Board Members

Keep the best interests of the membership and of the organization in mind.

Support decisions once they are made. Your time for questioning is during the meetings.

Be fiscally responsible.

Role of Staff

Implement the Direction Set by the Board

Empowered to make financial decision as set in the framework of the budget

Knows and implements policies as set by the board

Maintain and be the voice of history for the organization gently reminding board of Polices & Bylaws to guide them in decision making

May be to take minutes and notes of meetings

Role of Staff is NOT

Micro managed decision making

Question decisions made

Association Management Firm

Smith Bucklin

Kellen

Other Staffing Options

Duty of Care

Directors’ fiduciary duties can be divided into two main branches:

a) the duty of care; and,b) the duty of loyalty.

The duty of care imposes on directors a duty ofcompetence or skill – i.e., a requirement to act with acertain level of skill; and a duty of diligence. The dutyof skill and diligence must be performed to a certain“standard of care”.

Duty of Loyalty

The duty of loyalty requires that a director

act honestly and in good faith in the best interests of the corporation. Among other implications, it means that a

director is not allowed to profit from his or her office (the “no profit rule”) and must avoid all situations in which

his or her duty to the Corporation conflicts with his or her interests (the “no-conflict rule”).

Conflict of Interest

An apparent conflict of interest occurs when the answer to the following question is "yes":

Would a reasonably informed person perceive that the performance of the director's duties and responsibilities

could be influenced by their financial or material interest?

Conflict of Interest

Occurs when: a board member diverges from the associations’s

professional obligations to a private interest involving actions that are determined by personal or financial gain

a board member acts in a position of authority on an

issue in which they have financial or other interests

Examples: Conflict of Interest

Directors could be in conflict of interest if they offer services to the association on whose board they serveeven if the charge for these services is at or below the market value.

A board member who has check writing/signing authority is responsible for paying invoices from a relative or business partner even for legitimate services

Liability of Directors

Directors are responsible for breaches of their fiduciary duty to the corporation. They can be held personally

liable for breaches of statutory provisions that impose responsibility on them as directors.

Directors are liable for the crimes that they commit themselves, even if committed while executing their

responsibilities as a director.

Liability of Directors

Directors are usually not personally responsible for the contracts they sign on behalf of the organization as long as

they have the legal right to do so.

Liability of Directors

Directors can be held personally responsible for scenarios that include unsafe venues, the inappropriate actions of

volunteers (for example, libel and slander in an organization’s communication vehicle, such as a newsletter

or website), or the inappropriate use of organizational funds.

Liability of Directors

Directors can be held personally responsible for acting outside their authority, for example, by signing contracts

when they are not empowered to do so.

They may also be held responsible for the improper use of member record information.

NYS TESOL

Bylaws

You have one set of Bylaws as–Association Minimum Bylaws

These are the rules by which you operate, your “constitution”

Bylaws

Bylaws govern:

What you are called Where you operate (state/province/country)

What your objectives are

Who can be a member and member responsibilities

Bylaws

Bylaws also govern: Meetings Voting

Quorum Procedure

Elections Your governance structure

Board of Directors Executive Term of office Removal of Board members

Bylaws

Specific Committees

Nominations

Finance

Financial Operations

Dissolution of the organization

Where are your policies? I think they are what you all bylaws

Consider updating -

NYS TESOL

The Only Reason to have a Board Meeting is:

To set Policy for the Association

Board Meetings Should:

Be no longer than 1 hour in length

Should be strategic in nature

All “action” should be made in the form of a motion and submitted in writing 1 week prior

The Perfect Board:

Believe in Your People

@hduckworth

Volunteers need to know they are part of something bigger

Next Generation Volunteers

@hduckworth

Tips to Volunteer Recruitment

@hduckworth

Give them ownership

Give them something meaningful to do

Demonstrate for them how what they do makes a difference to the organization

Make it easy to volunteer

Keep task sizes manageable

Have regular committee meetings

Secrets to Retain Volunteers?

Work on a cause that means something to you

Consider sills you have to offer

Do you want to learn something new

Combine goals

Don’t over commit

Think family

I never thought of that vs. that will never work

7 Tips on Successful Volunteerism

Ongoing Appreciation

Document your Plan Simply and Clearly Now

@hduckworth

Business Plan: After

I’m optimistic about…

The more I surrender and bring more people to the table the more power and influence I actually have.

Tim Reese, Executive Director

CA/NV Community Action Partners

Gratitude

SIMPLIFY EVERYTHING

WHY ARE YOU HERE

You are working your volunteers to hard

Your staff roles are unclear and not effectively use

HOW - You need a strategic plan for 2015

WHAT – Will you do?

NYS TESOL Considerations

NYSTESOL

advances professional expertise in English language teaching and learning for speakers of other languages in the New York area.

Vision:

Vision

Who’s on the team – yes I know elections end soon.

Sort out paid staff

Next Steps:

“The best-kept secret of successful leaders is love; staying in love with leading, with people who do the work, with what their

organizations produce, and with those who honor the organizations by using it’s

products and services.”

Kouzes & Posner

The Leadership Challenge

@hduckworth

Thank you

Holly Duckworth, CAE, CMP Leadership Solutions International

@hduckworth