Sample Board Manual

ORCHESTRAS CANADA WORKSHOPS

SAMPLE BOARD MANUAL:

Table of Contents – Amazing Ontario Orchestra

Context, Activities, and Mandate 2

Mandate 2

Artistic Leadership 2

Company Structure and Responsibilities 2

Organizational Chart 2

Board Mission and Makeup 2

Responsibilities: 2

Terms [SAMPLE ONLY! – but a reasonable one) 3

Key Responsibilities 3

Current Board Context and Goals 4

Board Meetings for 2012-2013 (sample) 4

The Board Executive: Roles and Responsibilities 5

President 5

Vice-President 5

Treasurer 6

Secretary 6

Staff Management Structure 7

Artistic Director 7

General Manager 7

Board Committees 7

Nominating/Human Resources 7

Revenue Generation (Fundraising) 8

Artistic Advisory 8

Marketing/Communications 8

Long-Term/Strategic Thinking 9

Board Nominating Process 9

Board Orientation Process 11

Board Self-Assessment Process 11

Board Contact List 12

APPENDICES 13

Financial Statements, including current budget 13

Samples of current marketing materials 13

Orchestras’ Activity Schedule 13

Funders/Sponsor list 13

Artistic Director Bio 13

Context, Activities, and Mandate

Vision and Mission

AMAZING ONTARIO ORCHESTRA - your reason for being, the basis for your mandate

Artistic Leadership

[Background of artistic directorship; context in which they were hired, progress and challenges since the hire. ]

The AD’s over-arching goals include ______

Describe how orchestra is achieving or working towards achieving these goals.

Company Structure and Responsibilities

As dictated by the legal structure for non-profit charitable organizations, Amazing Ontario Orchestra has a board of directors that is legally and financially responsible for the organization’s activities and operations.

Organizational Chart

INSERT chart

Board Mission and Makeup

In addition to its legal and fiduciary responsibilities, AOO’s board of director’s mission is as follows: to support the orchestra’s mandate and activities through active involvement and through the provision of professional expertise; to promote the orchestra’s interests by nurturing relationships on its behalf and bringing these interested parties and their resources to the orchestras; and to ensure the orchestra’s long-term health by practicing good governance and oversight.

Board members are expected to demonstrate a commitment to the organization’s mission and values, maintain sufficient knowledge of and oversight of the activities of the organization to provide stewardship, and commit the time necessary to fulfill their responsibilities

The Board is also responsible for defining its own role and responsibilities, and for creating an environment in which the board and its members, individually and as a whole, are fulfilling their roles and responsibilities.

Responsibilities:

Broadly speaking the board is responsible to ensure that AOO is a thriving, vital entity, both in its internal operations and in its external activities, position and profile in the community. The board is responsible for safeguarding the healthy and sustainable management and operation of the orchestras. Specifically, the duties involve:

·  Hiring and evaluating the Artistic Director

·  In consultation with the Artistic Director, hiring the General Manager

·  Approving the annual season activities

·  Approving the annual budget and providing financial oversight, in the context of the organization’s mandate and long-term sustainability

·  Engaging in strategic planning; determining and evaluating progress in achieving goals and keeping the plan dynamic

·  Engage in risk management

Terms [SAMPLE ONLY! – but a reasonable one)

Directors may be elected for a maximum of two terms of office served consecutively and without interruption. In the first three years one third of the board members shall serve a term of two years, two thirds of the board members shall serve a term of three years, the intention being, to facilitate continuity, that in subsequent years following the third year, one third of the board positions shall be open each year for election in the manner provided herein. The determination of which initial directors of the Corporation following incorporation shall serve terms of two or three years, respectively, shall be made by drawing lots or other random process of selection supervised by the Nominating and governance committee. Notwithstanding the preceding terms of this section 9, if the end of the President’s term of office coincides with the end of his or her entitlement to serve as a director, the Past President will be entitled to be re-elected as a director, but for a one year term only.

Key Responsibilities

Board members are expected to:

·  Attend regular board meetings (approximately 10 per year) and committee meetings as required

·  Attend performances, fundraisers and special events, the annual general meeting and board retreats as required

·  Make a personal financial contribution to the organization in an amount that is meaningful to them

·  Promote the orchestra’s interests by bringing relationships and resources from the broader community to the orchestra

·  Serve on at least one board committee

·  Offer consultation in areas of professional expertise, when appropriate

·  Perform an annual self-assessment at the end of each season, guided by the President of the board and the Artistic Director

Current Board Context and Goals

The board is [status of current board – A) hands-on, governance, fundraising; B) dynamic, committed, struggling, resourceful, collaborative; C) determined to grow, filling x # of positions, excellent size.]

STATUS of Administration – describe current administration – volunteer, paid, shared. Context, what is working, what is not.

STATUS of Artistic Director - Describe AD with regard leadership, vision, relationship to musicians and community

It is important to have a structure and systems that allow for:

·  Real and regular contact, and reporting with the GM and AD

·  A complete understanding of the short and long-term financial situation of the orchestra.

The board must have members who:

·  Feel engaged and understand their roles, duties and obligations

·  Reflect the diversity of the communities we are mandated to engage

·  Are aware of their contribution to the organization and can complete a self-assessment

·  Are all contributing in a variety of ways, e.g. bringing relationships and resources to the orchestra, sharing a particular expertise, bringing in-kind resources, extending the orchestras network and profile across the GTA

·  Implement board and committee-led fundraising as part of the overall fundraising strategy

The board is in need of new members who are interested in participating in an organization that seeks out new ways to present itself in performance, in recruiting, in raising funds. Practically, the board requires expertise in ______[e.g. fundraising and resource-sourcing, human resources and volunteer management.]

Because we are ______, and ______, there is much to offer new members.

Board Meetings for 2012-2013 (sample)

Tuesday, October 9 (includes AGM)

Tuesday, November 13

Tuesday, December 11

Tuesday, January 8

Tuesday, February 14

Tuesday, March 5

Tuesday, April 9

Tuesday, May 14

Tuesday, June 11

The Board Executive: Roles and Responsibilities

President

Basic duties and functions

·  Chairs meetings of the Board of Directors, as well as the annual general meeting

·  Working closely with both the Artistic Director and General Manager, ensures that the board supports the development and, where appropriate, the execution of the orchestra’s artistic and administrative strategies.

·  Along with the Artistic Director and General Manager, is responsible for making sure that the board and its committee are running efficiently

·  Provides orientation of new board members in collaboration with the nominating committee

·  Monitors the performance of board members, and together with AD and GM, conducts yearly self-evaluation with the board members

·  Ensuring that management tools are developed and implemented, such as the strategic plan, annual action plans and budget.

·  In collaboration with the board, conducts annual performance evaluation of the Artistic Director and General Manager

·  Coordinates activities of all Committee Heads to ensure that activities are accomplished in accordance with the goals of the Orchestra.

·  Co-signs cheques with another signing officer, as needed

Qualifications

·  A leader, by inspiration and example.

·  The role is suited to a good business person with a passion for music, and who has experience within non-profit organizations, preferably but not necessarily in the arts community

·  Will bring or seek out contacts and resources for the orchestra

Vice-President

Basic duties and functions

·  Acts in the absence of the Chairperson.

·  Serves on the Executive Committee.

·  Learns the duties of the Chairperson and keeps informed on key issues.

·  Works closely as consultant and advisor to the Chairperson.

·  Prepares to serve a future term as Chairperson.

·  Chairs at least one major committee.

·  Acts as a signing officer for cheques and other documents.

·  Orients the new Vice-Chairperson.

Qualifications

See under President

Treasurer

Basic duties and functions

·  The Treasurer is an officer and signatory whose role is to supervise the orchestra’s finances. Working with the General Manager and Bookkeeper (where applicable), the treasurer’s responsibilities include:

o  Oversees all financial statements, budgets and reporting requirements (Receiver General, Charities Return, etcetera).

o  Co-signs cheques with another signing officer as required

o  Ensures that books of account and accounting records are kept as required by law

o  Oversees the development of the organization’s budget and its presentation to the board for approval

o  Maintains close working relationship with the General Manager on all financial issues

o  Monitors the budget and advises the board of directors of any financial issues

o  With General Manager, ensures that funding sources, members, governments and their agencies receive timely and accurate financial reports

o  Be aware of, and proactively ensure that there is separation of duties, including financial oversight and records, procedures to prevent possible deviations from the norm. BILL – I could also use help here, please

Qualifications

·  Must have good financial background.

·  Suited to qualified accountant or similar

·  Helpful to have a background in not-for-profit organizations and their financial requirements.

Secretary

Basic duties and functions

·  Documents Board minutes and agendas.

·  Provides support with relation to the organization structure of the Orchestra.

·  Reports to the Board of Directors on all minutes and constitutional issues.

·  Prepares agendas and circulates materials to the Board for decision-making.

Qualifications

·  Must be a good administrator/organizer with good written communication skills.

·  Suited to person with legal training or administrative background with regard to constitutional and organizational issues.

Staff Management Structure

Artistic Director

The Artistic Director is the artistic head of the organization, providing artistic direction in accordance with the orchestra’s mandate. Reporting directly to the Board of Directors, s/he is responsible for programming the orchestra’s seasons and overseeing the creative long-term vision and plan. S/he works closely with the General Manager on both day-to-day and longer-term activities and developments; including implementing and disseminating the creative aspects of the strategic plan, and the shorter term projects within it. S/he is responsible for, in conjunction with the General Manager

General Manager

Reporting directly to the Board of Directors, the General Manager (GM) is responsible for the smooth and efficient administration operations of the orchestra. This includes the following:

·  Working closely with the Artistic Director and the board, supporting and assisting the artistic mandate through financial management, fundraising, marketing and recruitment of musicians, as required

·  Providing a constant flow of information to the board, Artistic Director and bookkeeper, in order to ensure that all parties are up-to-date.

·  Creating and disseminating most communications with orchestra musicians, volunteers and audience

·  In conjunction with the Artistic Director and Treasurer, developing the annual operating budget, and providing monthly cash flow projections to the board at its monthly meetings

Board Committees

Nominating/Human Resources

·  The committee undertakes the overall human resources function of the board. This includes:

·  Identification of organizational needs, including identifying areas of need within the board, and creating job descriptions for those positions

·  Recruitment and orientation of new board members, from the broader community as well as the orchestra proper, who have the appropriate qualifications and skills to address the needs and fill the positions

·  Nomination of individuals to officer positions

·  Ongoing performance appraisal of individual board members and of the board as a whole.

·  Oversees the establishment of committees, and make recommendations on committee mandates and chairpersons.

·  Develops succession plans for board directors, Artistic Director and General Manager

Chair:

Revenue Generation (Fundraising)

·  Working in cooperation with the General Manager, the Revenue Generation committee plans, supports and executes fundraising initiatives. Broadly speaking, these take two forms: Events and Private sector campaigns.

·  Events:

·  The committee takes charge of events – planning, recruit volunteers and coordinate activities of the volunteers, working with the GM on marketing and sales.

·  Events currently include ______. These produce ______, but require development, more community involvement, and larger returns.

·  Private Sector Campaigns

·  The Committee will work closely with the GM to set individual, foundation and corporate donor and sponsorship campaign targets.

·  The members will help create programs aimed at achieving those goals.

·  The members will lead and oversee the board’s canvassing calls.

Chair:

Artistic Advisory

·  Acts in an advisory capacity for artistic staff.

·  Provides link between strategic plan for orchestra development and realization of the artistic "dream".

·  Sounding board for the Artistic Director and staff (paid or voluntary) on music matters.

·  Reports to the Board on Artistic matters.

·  Provides guidance to other committees on matters affecting musical direction, especially finance, and Marketing.

·  Depending on the size and makeup of the orchestra, play a role in orchestra personnel management (volunteer and paid); have limited input in artistic decisions, such as soloist selection; monitor and contribute to orchestra morale

Chair:

·  Leads the committee: arranges meetings and prepares summary reports for the Board to act on.

·  Helps committee to collect and organize potential ideas for performance, venues, tours, invitations to visiting performers, workshops etc.