Sample of a Board of Directors Committee Work Plan

A-team-leader-addressing-her-colleagues

Sample of a Board of Directors Committee Work Plan

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting,
LLC
. Also see Carter’s
Board Blog (for for-profits and nonprofits).

Vast majority of content
in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

One of the best ways to ensure effective board committees is
through use of a committee work plan. The plan specifies goals
for the committee, strategies to meet the goals and timelines
for completion of the goals. The goals of the committee should
be closely aligned with achieving the strategic goals determined
during strategic planning. Essentially, the work plans specify
the operational goals of the committee for the year.

A work plan is the plan that each Board committee and relevant
staff members reference to guide completion of their portion of
the organization’s strategic plan, e.g., the Finance Committee
works from Finance work plan, Marketing Committee from a Marketing
work plan, etc. The plan references the related goal(s) from the
strategic plan. Work plans include objectives that, in total,
implement the respective strategy. For example, the following
work plan describes two strategies, 3.1 and 3.2, which, together,
meet Goal 3 from the strategic plan. Each of the two strategies
has five objectives, including 1.1 to 1.5. (See Strategic
Planning
.)

The following sample represents one example of the format and
content of a work plan. This sample should be customized to the
particular culture and purpose of the organization.

Year 2011 Actions

Jan

Feb

Mar

Apr

May

Jun

Strategy 3.1: Develop Strategic Plan
3.1.1. recruit consultant help

3.1.2 planning with chief executive

3.1.3 draft first version of strategic plan

3.1.4 board review of plan

3.1.5 obtain board approval of plan

2000 Actions

Jul

Aug

Sep

Oct

Nov

Dec

Strategy 3.2: Implement Strategic Plan
Responsibility: Board
3.2.1. Reach strategic goal #1

3.2.2 Reach strategic goal #2

3.2.3 Reach strategic goal #3

3.2.4 Reach strategic goal #4

3.2.5 celebration!

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selected for their relevance and highly practical nature.

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Basic Guidelines and Sample Agenda for Board Training Session

Board member having a Meeting

Basic Guidelines and Sample Agenda for Board Training Session

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

© Copyright Carter McNamara, MBA, PhD

Learn More in the Library’s Blogs Related to Board Training

In addition to the articles on this current page, see the following blogs which have posts related to Board Training. Scan down the blog’s page to see various posts. Also see the section “Recent Blog Posts” in the sidebar of the blog or click on “next” near the bottom of a post in the blog.


Board training conveys the knowledge and understanding needed by board members in order to effectively carry out their roles as members of the organization’s board of directors. Selection of the particular training topics and training methods depend on the nature and needs of the organization. However, the following guidelines and sample agenda may prove useful to readers as they develop their own approach to board training.

Guidelines to Prepare Board Training

Regarding Timing of the Session

1. Conduct board training once a year, whether you have new board members or not. It’s amazing how the “basics” helps to ground and integrate the knowledge and understanding of even highly experienced board members. Recurring training also helps to ensure that board members are all “working from the same script”.

2. Conduct board training shortly after new members are elected to the board. This scheduling helps new members quickly gain understanding of their roles and contributions to the organization. This understanding often increases their participation and fulfillment regarding their roles as board members.

Who Should Be Involved in Planning the Session

3. Design of the board training should include at least the chief executive officer and board chair. Ideally, the organization also has a board development committee whose chair can provide strong participation in the training. If timing permits, discuss ideas with all board members to collect their feedback and review.

Selecting Topics and Materials for Board Training

4. Results of the board self-evaluation should be carefully considered when selecting training topics. For example, if the evaluation indicated the board members don’t understand their roles as board members, then ensure that training places strong focus on this topic during training.

5. Be sure to include review of the board manual in the training session. The manual is the key resource for members to collect, organize and reference resources needed to carry out their roles as board member. Members should take seriously their manual and the use of it.

6. Materials you’ll need often include:
a) Board manual (for an idea of contents to include in the manual, see Sample Board Manual Index)
b) Advertising and promotions materials about the organization and its programs
c) Copy of the most recent strategic plan

Members’ Preparation for Training

7. Provide the board training agenda, board manual and promotions materials to members at least two weeks before the meeting. Ask them to review the materials before the meeting.

NOTE: Many of the materials you may need for training and to present to members are included in the Free Toolkit for Boards in the Free Management Library.


Sample Agenda for Board Training Session

The following agenda should be modified by the organization to meet its own nature and needs. During review of the topics marked with an “*”, provide brief presentation about the topic and then provide time for open discussion and to address questions from participants.

Topic

Leader of This Section of Meeting

Length of Time (minutes)

Welcome Board chair
Review of agenda* Board chair
Introduction of participants Each person introduces themselves
Overview of organization* Executive director reviews mission, history, programs and introduces key staff
Orientation to board manual* Board chair
Roles and responsibilities of governing board* Board chair reviews overview of roles, role of chief executive,
and comparison of roles of board and staff
Overview of board structure Review listing of current officers, committees, and committee
chairs
Overview of board operations* Board chair reviews key points from bylaws and board policies, board operations calendar, sample committee work plans, and sample meeting agenda and minutes
Review of strategic plan* Board chair reviews format of plan, highlights from the plan
and key points about status of implementation of the plan
Administrative activities For example, set the schedule for next year’s board meetings, refine the board operations calendar, update the list of board members, etc.
Next steps Board chair poses reminders of upcoming activities and events
Meeting evaluation Board chair

Return to Free Complete Toolkit for Boards


For the Category of Boards of Directors:

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Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.


Boards of Directors Staffing (Size, Joining, Recruiting, Informing, Communicating, Rewarding, Removing)

Elderly Women in a Business Meeting

Staffing (Size, Joining, Recruiting, Informing, Communicating,
Rewarding, Removing)

© Copyright Carter
McNamara, MBA, PhD, Authenticity Consulting, LLC
.

Vast majority of content
in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

One of the most important aspects of Board operations is Board
staffing. Just like the careful staffing that is usually done
with employees, Board members should be carefully selected, trained
and evaluated, as well. In for-profits, Board members and leaders
must appreciate the strong value that Boards can bring, rather
than tolerating Boards as if they are some necessary evil to be
avoided at all costs. In nonprofits, Board members and leaders
should not approach recruitment and selection as if they are somehow
lucky just to get Board members who will show up at Board meetings.
Board members and leaders in those organizations must act as if
they deserve a very dedicated and participative Board — that
attitude alone can make a huge difference in achieving highly
effective Boards.

There are different perspectives on staffing. Some people believe
that Boards should be staffed primarily with the expertise needed
to establish and achieve current strategic goals (this is functional
staffing). Others believe that staffing should also achieve a
wide diversity of values and perspectives among members on the
Board (diversification staffing). In nonprofits, members are also
sought who have strong passion for the mission (passion-driven
staffing). We’re learning, though, that passion alone is not enough
— Board members also must have the time and energy to actively
participate in the Board. Yet another perspective is to get members
who represent the major constituents of the organization (representative
staffing).

Ironically, many people perceive for-profit Boards as being
more established and effective. Yet nonprofit Boards very often
have highly involved members who take a very strong role in establishing
strategic plans and in ensuring that those plans are achieved.
Board members of for-profit and nonprofit organizations have much
to learn from each other.

Sections of This Topic Include

Board Size
Term Limits
Composition of Board Members (Guidelines, CEO on Board, Independent
Members, etc.)

Joining a Board (potential new member’s perspective)
Recruiting Board Members
Informing, Communicating With Board Members
Rewarding / Recognizing Board Members
Removing Board Members

Also consider
Related Library Topics

Learn More in the Library’s Blogs Related to This Topic

In addition to the articles on this current page, also see
the following blogs that have posts related to this topic. Scan
down the blog’s page to see various posts. Also see the section
“Recent Blog Posts” in the sidebar of the blog or click
on “next” near the bottom of a post in the blog. The
blog also links to numerous free related resources.

Library’s
Boards of Directors Blog

Library’s
Nonprofit Capacity Building Blog


Board Size

The Determinants of Corporate Board Size and Composition:
An Empirical Analysis (for-profit)

Board size and corporate performance: evidence
from European countries

What is the Best Size for Your Board?
How Big Should a Board Be and How Often Should
They Meet?

How
Many Members Should We Have?

Term Limits

Coming to Terms With Term Limits
Board
Spills

The Drawbacks of Board Term Limits
Term Limits for Non-Profit Board Members

Composition of Board Members (Guidelines, CEO on Board, Independent
Members, etc.)

General Guidelines for Determining Composition

Approaches/Philosophies to Staffing Nonprofit
Boards

Board Skills: Building the right board
Sample
Board Recruitment Grid (nonprofit)

4
Actions to Weed Out Resume Builders on Your NGO Board

A Board Mystery: The Case of the Emeritus Director
Sample Board Composition Policy
Dangerously Few Women in the Boardroom
Major
Donor on The Board

Board Gender Balance – a personal perspective
Some thoughts on board composition
Women on Boards and its rationale

Should CEO Be On the Board?

Making
Founder Permanent Board Member at Your Peril

Should CEOs be on the Board?
Divide and Conquer? Splitting the Roles of Chair
and CEO

3 reasons to separate CEO and chairman positions

What About Independent Board Members?

Definition of Independent Board Members
Dark Side of Independent Board Members

Is
Director Independence So Important?

How You Find New Directors: “True Independence”
Under the Microscope

Boldly into the Breach – the Lead Independent Director

What About Diversity on the Board? Honorary Members?

Honorary
Board Members – The Truth and The Consequences

Different Is Better: Why Diversity Matters in the Boardroom
Diversity
in the Boardroom

Will the EU insist on 40% board gender diversity?

What About “Big Names” and “Deep Pockets”
on Nonprofit Boards?

Should
You Try Get “Big Names” and “Big Pockets”
on Boards?

Joining a Board (potential new member’s perspective)

Making
the Transition from Manager to Director

Not Just a Resume Booster: Tips for evaluating
a nonprofit before joining the board of directors

Finding the Right Next Board to Join
Using a Board Seat as a Stepping Stone
Do Good, Sure, But Do It Right — Nonprofit Board Service: a ‘Head’s Up’ Checklist
Thinking About Joining a Board?
How to handle the do-it-all founder?
Back to Basics for Training the Board

Recruiting Board Members

Recruiting for Board Members
Prospective Board Members Who
Are Not Ready!

Avoiding
Pitfalls in Recruiting Board Members

Guidelines
for Recruiting New Members

Sample
Board Recruitment Grid

Sample
Board Application Form

Guidelines
for Orienting New Members

Recruiting Board Members, Volunteers
and Participation

Board Diversity: Bigger Issue Than You Think
10 Stop Signs on the Road to Board Recruitment
Recruiting Your Organization’s First Board
Recruiting for Board Members: Process? What Process?
Board
Recruitment: Whose job is it anyway?

Nonprofit
Board of Directors Guidelines

5
Strategies to Create Active Members on Your NGO Board

Study on Women Donors Presents Lessons for Board
Recruitment

Board Recruitment Demonstration Project
5
Ways To Ensure A Non-Profit Board Candidate A Good Choice

Creating a Board Application
Hosting a Board Recruitment Event
Board Recruitment: Getting the People You Want
NGO Board Member & Professional Volunteer Recruitment

Informing, Communicating With Board Members

Wikipedia on Board Manuals
Sample
Board Manual Index

Annual
Reports

The Board
Manual

Addressing Board Knowledge Gaps
Practical Tips for Presenting to the Board

Rewarding / Recognizing Board Members

The following link is useful for nonprofit Boards. For-profit
Board members often are compensated monetarily (see the next section).

Rewarding
Volunteers (includes several other links)

52
Ways To Motivate Your Board Members

Removing Board Members

How Boards Deal with Lazy Directors
How Do I Remove a Board Member
How do we remove a Board member

›Return to All About Boards of Directors






For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may
want to review some related topics, available from the link below.
Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been
selected for their relevance and highly practical nature.

Related Library Topics

Recommended Books


Staffing the Board

Business executives discussing about succession planning

Staffing the Board

© Copyright Carter
McNamara, MBA, PhD, Authenticity Consulting, LLC
.

Vast majority of content
in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

Sections of This Topic Include

Composition of Members
Board Size
Term Limits
Board Succession Planning
Recruiting Members
Joining Boards
Director Compensation
Improving and Removing Members

Also consider
Related Library Topics

Learn More in the Library’s Blogs Related to This Topic

In addition to the articles on this current page, also see
the following blogs that have posts related to this topic. Scan
down the blog’s page to see various posts. Also see the section
“Recent Blog Posts” in the sidebar of the blog or click
on “next” near the bottom of a post in the blog. The
blog also links to numerous free related resources.

Library’s
Boards of Directors Blog

Library’s
Nonprofit Capacity Building Blog


Composition of Members

General

A VC: Who You Want On Your Board
Starting a Nonprofit: 10 Considerations in Electing the Initial Board
People Want to Follow Calm, Assertive Leaders | Psychology Today

Independence of Members

The good servant
Do Independence and Financial Expertise of the Board Matter for Risk Taking and Performance?
The Dark Side of Outside Directors
The Benefits Of The Perfect Independent Board Member
Independent director – Wikipedia, the free encyclopedia
Bijan Sabet • How to pick an independent board member
Outside Directors: Common Sense for Good Governance
Make the Founder a Permanent Board Member at Your Peril
Definition of Independent Board of Directors | eHow.com
The “Dark Side” of Independent Board Members | Business Ethics
Is director independence so important? « Corporate Governance
How You Find New Directors: “True Independence” Under the Microscope – TheCorporateCounsel.net Blog
Jim Collins – Articles – Companies Need Not Hire Oustide CEOs

Board Diversity

Diversity in the Boardroom « Corporate Governance
Will the EU insist on 40% board gender diversity? | Boards of Directors
Board Diversity: A Bigger Issue Than You Think
Diversity on Corporate Boards: How Much Difference Does Difference Make?
Analyzing Aspects of Board Composition
Diversity in the Boardroom is Important and, Unfortunately, Still Rare
Proposed Diversity Principles | CompassPoint
Young Voices in the Boardroom | CompassPoint
Diversity for Organizations Based in Minority Communities | CompassPoint
The Diversity Issue | CompassPoint
The Diversity Issue: Part 2 | CompassPoint

Women on the Board

Women on Boards: Review & Outlook
Does Gender Matter in the Boardroom?
Advancing female representation in the boardroom: An interview with Ilene H. Lang
Glacial progress of women on Canada’s boards prompts calls for reform – The Globe and Mail
Board Gender Balance – a personal perspective | Boards of Directors
Some thoughts on board composition | Boards of Directors
Gender Diversity and its rationale | Boards of Directors
Boardroom Diversity Is Good Corporate Governance – Bank Think Article – American Banker
Women in the Boardroom: A Global Perspective

Board Size

Nonprofit Boards: Size, Performance and Managerial Incentives
What is the Best Size for Your Board?
Size Matters: Right Sizing Your Board of Directors
Boards: Does One Size Fit All?
Size and Composition of Corporate Boards of Directores: The Organization and Its Environment
The Determinans of Corporae Board Size and Composition: An Empirical Analysis
Board size and corporate performance: evidence from European countries (download file)
How Many Members Should Be On a Board? Really?

Term Limits

Term Limits for Nonprofit Boards – Nonprofit Resource Center
The Drawbacks of Board Term Limits
Should Outside Directors Have Term Limits? The Role of Experience in Corporate Governance
Coming to Terms With Term Limits
Board Spills | Boards of Directors
Term Limits for Non-Profit Board Members | Boards of Directors
Key Metrics Series: Entrenched Board – GMI Ratings

Board Succession Planning

Shoemaker’s child? Succession planning for the board
Board Leadership Succession
Succession Planning for the Board
Board member succession issues
Preparing for Board Director Retirement: A Customized Approach to Succession Planning
Succession Planning for Nonprofits of All Sizes | CompassPoint
Conscious Governance | Board Succession Planning and Skills Analysis | Nonprofit Strategic Planning
The Right Way to Fill Your Board Leadership Pipeline
Succession Planning Checklist Board Members

Recruiting Members

A Guide to Successful Board Recruitment
Board Recruitment: Whose job is it anyway?
Board Recruitment: Getting the People You Want
Your Board Recruitment Package
Sample Board of Directors Recruitment Grid
Guidelines for Recruiting New Board Members
Article – Recruiting for Board Members: Process? What Process?
Avoiding the Pitfalls in Recruiting Board Members from Secrets of Successful Boards
10 “STOP” Signs on the Road to Board Recruitment
Industry Expertise on Corporate Boards
Globalizing the Boardroom
Prospective Board Members Who Are Not Ready!
Recruiting Your Organization’s First Board
Recruiting the Digital Director

Electing Directors

Electing Directors
Does the Director Election System Matter?

Nonprofit

Passion in the Boardroom | Boards of Directors
Five Fast Ways to Recruit New Board Members | CompassPoint
What it takes to be a good nonprofit director – Portland Business Journal
Recruiting Board Members / Volunteers and Participation
4 Actions to Weed Out Resume Builders on Your NGO Board | Nonprofit Capacity Building
Recruiting and Retaining Good Board Members | Minnesota Council of Nonprofits
Nonprofit Board of Directors Guidelines
Board Member and Volunteer Recruitment
Hosting a Board Recruitment Event | Nonprofit Capacity Building
CoreStrategies on Nonprofits: Study on Women Donors Presents Lessons for Board Recruitment
Nonprofit Law Blog: Board Recruitment Demonstration Project
5 Ways To Ensure A Non-Profit Board Candidate A Good Choice | Nonprofit Capacity Building
Should You Try Get “Big Names” and “Big Pockets” on Boards? (nonprofit)
Major Donor on The Board | Fundraising for Nonprofits
Different Overall Approaches to Staff a Nonprofit Board (nonprofit)

Joining Boards

Why they still do it: Understanding directors’ motivations for joining a board
The Benefits of Board Service
Getting on boards | CanadianBusiness.com
Due Diligence Considerations for Nominees – Boardmember.com
20 Questions Directors of Not-for-profit Organizations Should Ask about Governance (to ask before joining)
Questions to Ask Yourself Before Joining Your Next Board | CompassPoint
20 Questions Directors of Not-for-profit Organizations Should Ask about Fiduciary Duty
Making the transition from manager to director | Boards of Directors
Not Just a Resume Booster: Tips for evaluating a nonprofit before joining the board of directors
Using a Board Seat as a Stepping Stone – WSJ.com
Do Good, Sure, But Do It Right — Nonprofit Board Service: a ‘Head’s Up’ Checklist
Learn About Joining a Board | Nonprofit Capacity Building
Richard Leblanc: Thinking of Joining a Board? Ask These Questions First

Director Compensation

A New Elephant In The Room: Corporate Director Pay
Director Ownership, Governance, and Performance
The 2011 U.S. Director Compensation and Board Practices Report
Director Pay
Does Skin in the Game Matter?
Compensation Force: Board of Director Compensation
Directors – Director Compensation – Board Member Compensation
Determining Board Member Compensation
Executive and Director Compensation
Corporate board pay soars as directors’ tasks grow – The New York Times
Board of Director Compensation
Board of Directors Compensation Driven By Market Conditions & Opportunity Costs
The Future of Outside Director Compensation – Boardmember.com
Rewarding Volunteers (nonprofit Board members are volunteers)
SEC Speech: Governance, the Board and Compensation: June 9, 2005 (Chester S. Spatt)
Board Remuneration – Creative Solutions | Boards of Directors
May a Board member of a charitable organization be paid?

Improving and Removing Members

How to Remove an ‘Unfit’ Director – NYTimes.com
Directors – Removing Directors – Remove Board Member
Four Ways to Remove a Board Member | Blue Avocado
When All Else Fails, How Do We Remove a Member of the Board?
How do I Remove LLC Board Members? | LegalZoom: Legal Info
Can a Board of Directors terminate without cause another Boa … – JustAnswer
Removing a Difficult Board Member | CompassPoint
The Right Way to Resign from the Board | CompassPoint

How Boards Deal With Lazy Directors
What To Do With Board Members Who Don’t Do Anything | CompassPoint
52 Ways To Motivate Your Board Memebers « Carol Weisman’s Blog On Fundraising, Philanthropy and Governance
Directors & Boards: Column

›Return to All About Boards of Directors






For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may
want to review some related topics, available from the link below.
Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been
selected for their relevance and highly practical nature.

Related Library Topics

Recommended Books


Basic Sample of Board of Directors Meeting Minutes

A secretary taking the minutes of a business meeting

Basic Sample of Board of Directors Meeting Minutes

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

© Copyright Carter McNamara, MBA, PhD

Description

The following sample agenda represents typical format and content of a board meeting minutes report. This sample should be customized to the particular culture and purpose of the organization. Note that board meeting minutes are very important.

Minutes are considered legal documents by the auditors, IRS and courts, and they represent the actions of the board. Many assert that if it’s not in the minutes, it didn’t happen.

There is no standardized level of content and format for board minutes. In courts, as important as what you did is that you were reasonable when you did it. Therefore, sufficient information should be included to describe how board members reasonably came to reasonable decisions.

Include the name of the organization, date and time of meeting, who called it to order, who attended and if there a quorum, all motions made, any conflicts of interest or abstainment from voting, when the meeting ended and who developed the minutes.

The secretary of the board usually takes minutes during meetings. Written minutes are distributed to board members before each meeting for member’s review. Minutes for the previous meeting should be
reviewed right away in the next meeting. Any changes should be amended to the minutes and a new version submitted before the next meeting where the new version is reviewed to be accepted. Minutes should be retained in a manual and shared with all board members.


Sample of Board Meeting Minutes
Name of Organization
(Board Meeting Minutes: Month Day,
Year)
(time and location)

Board Members:
Present: Bhata Bhatacharia, Jon White Bear, Douglas Carver, Elizabeth Drucker, Pat Kyumoto, Jack Porter, Mary Rifkin and Leslie Zevon
Absent: Melissa Johnson
Quorum present? Yes

Others Present:
Exec. Director: Sheila Swanson
Other: Susan Johns, Consulting Accountant

Proceedings:

  • Meeting called to order at 7:00 p.m. by Chair, Elizabeth Drucker
  • (Last month’s) meeting minutes were amended and approved

Chief Executive’s Report:

  • Recommends that if we not able to find a new facility by the end of this month, the organization should stay where in the current location over the winter. After brief discussion, Board agreed.
  • Staff member, Jackson Browne, and Swanson attended the National Practitioner’s Network meeting in Atlanta last month and gave a brief extemporaneous presentation. Both are invited back next year to give a longer presentation about our organization. After brief discussion, Board congratulated Swanson and asked her to pass on their congratulations to Browne as well.
  • Drucker asserts that our organization must ensure its name is associated with whatever materials are distributed at that practitioner’s meeting next year. The organization should generate revenues where possible from the materials, too.
  • Swanson mentioned that staff member, Sheila Anderson’s husband is ill and in the hospital. MOTION to send a gift to Anderson’s husband, expressing the organization’s sympathy and support; seconded and passed.

Finance Committee report provided by Chair, Elizabeth Drucker:

  • Drucker explained that consultant, Susan Johns, reviewed the organization’s bookkeeping procedures and found them to be satisfactory, in preparation for the upcoming yearly financial audit. Funds recommends that our company ensure the auditor provides a management letter along with the audit financial report.
  • Drucker reviewed highlights, trends and issues from the balance sheet, income statement and cash flow statement. Issues include that high accounts receivables require Finance Committee attention to policies and procedures to ensure our organization receives more payments on time. After brief discussion of the issues and suggestions about how to ensure receiving payments on time, MOTION to accept financial statements; seconded and passed.

Board Development Committee’s report provided by Chair, Douglas Carver:

  • Carver reminded the Board of the scheduled retreat coming up in three months, and provided a drafted retreat schedule for board review. MOTION to accept the retreat agenda; seconded and passed.
  • Carver presented members with a draft of the reworded By-laws paragraph that would allow members to conduct actions over electronic mail. Carver suggested review and a resolution to change the By-laws accordingly. Kyumoto suggested that Swanson first seek legal counsel to verify if the proposed change is consistent with state statute. Swanson agreed to accept this action and notify members of the outcome in the next Board meeting.

Other business:

  • Porter noted that he was working with staff member, Jacob Smith, to help develop an information management systems plan, and that two weeks ago he (Porter) had mailed members three resumes from consultants to help with the plan. In the mailing, Porter asked members for their opinions to help select a consultant.
  • Porter asked members for their opinions. (NOTE: Zevon noted that she was also a computer consultant and was concerned about conflict of interest in her Board role regarding this selection, and asked to be ABSTAINED from this selection. Members agreed.) The majority of members agreed on Lease-or-Buy Consultants. MOTION to use Lease-or-Buy Consultants; seconded and passed.
  • Swanson announced that she had recently hired a new secretary, Karla Writewell.

Assessment of the Meeting:

  • Kyumoto noted that the past three meetings have run over the intended two-hour time slot by half an hour. He asked members to be more mindful and focused during discussions, and suggested that the Board Development Chair take an action to identify solutions to this issue. Chair, Carver, agreed.

· Meeting adjourned at 9:30 p.m.
· Minutes submitted by Secretary, Bhata Bhatacharia.

Return to Board Meeting Minutes


For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may want to review some related topics, available from the link below. Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.


(Sample!) “Supervisory Skills Development Plan” for an Executive Director Who’s Struggling with Supervisory Skills

Young woman with black folder explaining to her supervisor

(Sample!) “Supervisory Skills Development Plan”
for an Executive Director Who’s Struggling with Supervisory Skills

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC. Also see Carter’s Board Blog (for for-profits and nonprofits).

The document is a sample of a rather detailed, emergency-driven development plan from a board to an executive director, “Jim Struggles,” who struggles to develop basic supervisory skills in his leadership role of Agency-in-Need. Typically, a board is not this hands-on, unless the chief executive clearly needs the help. This struggle is not all that uncommon, particularly with leaders who are highly entrepreneurial. This type of development plan might be posed by a Personnel Committee, staffed by one or two experienced managers who recognize the need for the change in management style by the executive director. The plan would be reviewed by the Committee with the Board Chair and then, if acceptable, posed to the chief executive to work an accommodating arrangement. Next, the entire board might review and authorize the plan if there is not strong contention (in which case, there may be other issues to work). This plan could be adopted by the chief executive and the board as mutual means to develop the chief executive and ensure the long-term health of the organization. Note that detailed nature of this plan is to provide Jim an example of the clear, specific nature needed by him in his performance reviews of his staff — an area in which he struggles.

Description

Considering the specific staff-related issues now in Organization-in-Need and the supervisory area where the Executive Director, Jim Struggles, agrees he needs to improve, the Board Development and Personnel Committee suggests that Jim implement this supervisory skills development plan. This “back to the basics” plan is straightforward, specific and starts small for now. After the following activities have been conducted reliably, then the plan could be embellished. Consistent performance of the following activities by Jim will develop more stability in Organization-in-Need , ultimately requiring less supervisoral time from Jim, making Jim more proactive, increasing staff morale and improving performance. Note that this plan is focused specifically to supporting Jim’s supervisory skills and does not replace the formal performance evaluation conducted once a year by the Organization-in-Need board.

1. Realign his priorities (this development plan guides this realignment)
– he considers himself weak in needed supervisory skills, and ends up focusing on doing what he’s good at and what has built Organization-in-Need so far: fundraising (nonprofit only), speaking and organizing
– for now he needs to refocus more on internal development and less on expansion
– he should stay around the office more to conduct the following supervisoral activities

2. Manage staff performance — performance based on behaviors in the workplace
(Note that the following suggestions should be in accordance with the organization’s official (authorized by the board) personnel policies.)
– avoiding performance issues ultimately decreases morale, decreases Jim’s credibility, decreases Organization-in-Need’s overall effectiveness and wastes more of Jim’s time when he resorts to doing other staff’s jobs because they don’t seem capable of doing them
– he should consistently get written weekly status reports from direct reports; these are useful for understanding and monitoring work, and as a basis for training new staff if needed
– when an important job is not done or is done poorly, immediately tell the employee and store away a brief note of reminder about the event; ask the staff member if they need any special resources they don’t currently have to complete the job, and if so, see that they soon get the resources; if the resources are personal in nature, e.g., they need therapy, then be empathetic, but realize this is their responsibility and continue to focus on their conducting the behaviors needed to effectively do their job at Organization-in-Need
– on a second occurrence of a job being done poorly by the employee, write a memo to the employee and present it to him or her in a meeting; in the memo, indicate what you saw that needs improvement, that you talked to the employee before and on what date, again ask if there’s anything you can do to help the employee improve. Tell the board of the situation.
– on the third occurrence of a job being done poorly, promptly document the issue in a “warning” memo  again provided to the employee in a 1-on-1 meeting; in the memo, describe the issue including previous conversations about the issue, and warn that if the issue occurs again, they will be fired
– on the fourth occurrence, fire the employee (Organization-in-Need deserves good employees!!!)

3. Consistently hold staff meetings (builds teams, reduces stress and Jim’s so he is more proactive)
– this ultimately produces more efficient time management and supervision for Jim
– for clarity, focus and morale, be sure to use agendas and ensure follow-up minutes
– in meetings, review the overall condition of Agency-in-Need and review recent successes of Agency-in-Need
– in meetings, have each member give an overview of current activities and planned activities
– in meetings, plan the activities that require mutual coordination among managers

4. Have consistent 1-on-1 monthly meetings with direct reports
– this ultimately produces more efficient time management and supervision
– guide “sudden” supervisoral issues to be handled later, in these 1-on-1 meetings
– review completed activities and planned activities (more specifically than in staff meetings); it’s typical to be surprised at what and how much is going on of which the leader isn’t aware
– leave time near the end of the meetings for Q and A from the staff member
– start basic performance reviews with each staff; these meetings will greatly facilitate performance review planning and implementation; these reviews build accountability and morale; staff deserve reviews; include the staff member’s input to the reviews

5. Manage and report on the budget
– Jim has many of the skills needed to manage the budget; he needs refocus to the budget
– he should analyze the budget himself, including for a) highlights, b) trends and c) issues
– he should present this information himself in a report to the board

6. Establish and enforce personnel policies and procedures to effectively deal with recurrent issues
– make a list of recurrent issues, e.g., staff doesn’t promptly hand in client payments
– write a policy with a procedure for each issue, e.g., of how payments should be handled
– have the board personnel committee review the policy
– work the policy — make every effort not to perform the procedure himself

7. Cap his work hours at a maximum of 50 hours a week
– these suggested activities will likely be somewhat uncomfortable (at first) for Jim — board members hope that he’ll likely come to appreciate the simplicity and benefits of these regular actions
– this cap is a rather straightforward measure to help ensure a reasonable stress and work load

8. Once a year, schedule a half-day session with all staff to update policies and procedures
– for smaller organizations that are usually averse to policies, this once-a-year event seems to effectively focus staff attention on policies and procedures, ensure all staff members are aware of them and ensure policies exist where needed

Milestones for Implementation of this Plan
This plan produces certain tangible outputs which can reviewed to help guide Jim’s implementation of this development plan. Board members are available to help guide Jim in this effort, but would like to see items done by certain dates to ensure they’re not lost in a crack. Members would like to see Jim drive the effort to produce the following items by the following due dates.

Items to Review

“Due” Date

1. performance-issue letters
— Members are aware of two issues which deserve warning letters now; members would like to see the drafted letters

Nov 17, `98

2. staff meeting agendas and minutes

monthly for several
months

3. status reports from direct reports

examples in Dec and Jan

4. performance reviews
— a) Jim’s drafted procedure of how he’d like to carry out these reviews, b) drafted reviews for all direct reports, and c) final reviews after having met with direct reports

a) in Jan, `99
b) some drafts in Feb `99
c) some finals as they occur

5. budget reports
— these can be presented to board members in regular board meetings; perhaps the Finance Committee could help Jim to understand the notion of “highlights, trends and issues”?
in monthly board meetings
6. current issues and associated drafted policies and procedures

Jim mentioned several issues to me in our meeting today

Dec. 15, `98

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Overview of Roles and Responsibilities of Corporate Board of Directors

Executive addressing his employee while writing on a white board

Overview of Roles and Responsibilities of Corporate Board
of Directors

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC. Also
see Carter’s Board Blog (for for-profits and nonprofits).

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

There are a variety of views about the roles and responsibilities of a board of directors and most of these views share common themes. This document attempts to portray those themes by depicting various views. Simply put, a board of directors is a group of people legally charged with the responsibility to govern a corporation.

In a for-profit corporation, the board of directors is responsible to the stockholders — a more progressive perspective is that the board is responsible to the stakeholders, that is, to everyone who is interested and/or can be effected by the corporation. In a nonprofit corporation, the board reports to stakeholders, particularly the local communities which the nonprofit serves.

(Be sure to also review information in the sections Sample Job Descriptions and Board and Staff Roles.)

Also consider
Related Library Topics

Learn More in the Library’s Blogs Related to Board Roles and Responsibilities

In addition to the articles on this current page, see the following blogs which have posts related to Board Roles and Responsibilities. Scan down the blog’s page to see various posts. Also see the section “Recent Blog Posts” in the sidebar of the blog or click on “next” near the bottom of a post in the blog.


Major Duties of Board of Directors

Brenda Hanlon, in In Boards We Trust, suggests the following duties (as slightly modified by Carter McNamara to be “nonprofit/for-profit neutral”).

1. Provide continuity for the organization by setting up a corporation or legal existence, and to represent the organization’s point of view through interpretation of its products and services, and advocacy for them

2. Select and appoint a chief executive to whom responsibility for the administration of the organization is delegated, including:

– to review and evaluate his/her performance regularly on the basis of a specific job description, including executive relations with the board, leadership in the organization, in product/service/program planning and implementation, and in management of the organization and its personnel

– to offer administrative guidance and determine whether to retain or dismiss the executive

3. Govern the organization by broad policies and objectives, formulated and agreed upon by the chief executive and employees, including to assign priorities and ensure the organization’s capacity to carry out products/services/programs by continually reviewing its work

4. Acquire sufficient resources for the organization’s operations and to finance the products/services/programs adequately

5. Account to the stockholders (in the case of a for-profit) or public (in the case of a nonprofit) for the products and services of the organization and expenditures of its funds, including:

– to provide for fiscal accountability, approve the budget, and formulate policies related to contracts from public or private resources

– to accept responsibility for all conditions and policies attached to new, innovative, or experimental products/services/programs.


Major Responsibilities of Board of Directors

BoardSource, in their booklet “Ten Basic Responsibilities of Nonprofit Boards”, itemize the following 10 responsibilities for nonprofit boards. (However, these responsibilities are also relevant to for-profit boards.)

1. Determine the Organization’s Mission and Purpose

2. Select the Executive

3. Support the Executive and Review His or Her Performance

4. Ensure Effective Organizational Planning

5. Ensure Adequate Resources

6. Manage Resources Effectively

7. Determine and Monitor the Organization’s Products, Services and Programs

8. Enhance the Organization’s Public Image

9. Serve as a Court of Appeal

10. Assess Its Own Performance

For more information about each of these responsibilities in nonprofits, see
Becoming a More Effective Nonprofit Board

Additional Perspectives on Board Roles and Responsibilities


For the Category of Boards of Directors:

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Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.

Sample Board of Directors Recruitment Grid

Handshake-close-up-executives

Sample Board of Directors Recruitment Grid

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC. Also
see Carter’s
Board Blog (for for-profits and nonprofits).

Sample Board of Directors Recruitment Grid

Return to Recruiting
and Orienting New Board Members


For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may
want to review some related topics, available from the link below.
Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been
selected for their relevance and highly practical nature.

Related Library Topics

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Guidelines for Recruiting New Board Members

employees-having-a-board-meeting

Guidelines for Recruiting New Board Members

© Copyright Carter McNamara, MBA, PhD

Vast majority of content in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

The following guidelines should be modified as necessary to conform to the particular culture and purpose of the organization.


It’s very important to keep the perspective that your board deserves highly skilled and participative board members. Don’t erode your goals and believe that you are lucky to get anyone at all.

When you set out to recruit new members, the most important consideration is know what kind of skills are currently needed by the board. Consider the nature of issues and goals currently faced by the organization, for example, if you’re struggling with finances then seek a member with strong financial skills. It’s highly useful to use a Sample Board Recruitment Grid.

1. Maintain an up-to-date list of potential board candidates, including the particular skills they can bring to the organization. This is often done by the Nominating Committee or the Board Development Committee.

2. Develop a Sample Board Application Form for prospective new board members. The form should solicit information about the potential new member, including biographical information, why they want to join this board, what they hope to bring to the board, what they would like to get from their board membership and any questions they might have.

3. Per any scheduling in the By-laws and/or after strategic planning, reference major strategic goals for the organization and the chief executive to identify what skills would be highly useful to the board, e.g., if new people will be hired, the board may desire people with human resource skills, etc.

4. Reference the list of potential candidates to recruit for board membership and ask to meet with them.

5. Prospective board members should meet with the board chair and the chief executive, hear an overview of the organization and receive relevant organizational materials describing the organization’s products or services, receive a board member job description and a board member application form. The prospective new member should hear about how the organization orients new members. Provide names
of several board members whom the prospective new member might contact with any questions.

7. Identify if there are any potential conflicts of interest with the candidate, e.g., is he or she on the board of a competing organization, a vendor of the organization, etc.

8. Invite the prospective new member to a board meeting. Notify current board members that a potential new member will be attending. Consider name tags to help the potential new member be acquainted with board members. Introduce the member right away in the meeting and, at the end of the meeting, ask the potential new member if they have any questions. Thank them for coming.

9. Shortly after the meeting, call the prospective new member to hear if they want to apply for joining the board or not. If so, solicit their completed board member application and provide all applications to the board for their review and election.

10. Notify new members (those who have been elected) and invite them to subsequent board meetings and the board orientation.

See the following link that explains what a potential board member should consider before joining a board

5 Things to Consider Before Joining a Board of Directors

Return to Recruiting and Orienting New Board Members


For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may want to review some related topics, available from the link below. Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.


Orienting New Members to Boards of Directors

People at the office facing white Board in a meeting

Orienting New
Members to Boards of Directors

© Copyright Carter
McNamara, MBA, PhD

Vast majority of content
in this topic applies to for-profits and nonprofits. This book also covers this topic.

Developing, Operating and Restoring Your Nonprofit Board - Book Cover

Board orientation is intended to prepare
new board members for their board role in the organization. Orientation
is also extremely useful for all members to ensure they are operating
from the same “script.” Whether done only with new members
or with the entire board, orientation is a strong team-building
activity that should be conducted once a year, either before a
regular board meeting or during the retreat — particularly after
new board members have been recruited.

1. The board chair and the chief executive typically facilitate
the orientation session.

2. Ensure introductions and consider using name tags.

3. Review several topics, including:
– the Board Manual (see “Board Manual Index”)
– mission, vision and values of the organization
– some the organization’s history
– roles and responsibilities of the board and the staff
– administrative calendar which schedules major activities of
the board
– organizational chart, including the list of current and planned
committees
– about how the board conducts meetings, including relevant actions
from the
Roberts’ Rules of Order

4. Ensure adequate time for questions and answers.

5. Consider assigning a “buddy,” or current board member
to help orient a new board member.

6. Involve new members as soon as possible in relevant committees
by asking new members to consider membership on a current or new
committees.

Return to Recruiting and Orienting
New Board Members


For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may want to review some related topics, available from the link below. Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.

Related Library Topics

Recommended Books