3/6/08
Board Toolkit
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Do-it-yourself tools for Repair, Tune up, Overhaul
Michael Davidson, Chair Governance Matters
www.michaeldavidson.biz
Instructions
The Board Tool Kit consists of documents that your board can create to guide and improve its ability to fulfill its leadership and governance responsibilities.
Your board can begin with whichever document addresses your most immediate needs, e.g. recruitment, board meeting effectiveness, financial management, fundraising, etc. The value of these tools lies in the explicit conversation that the board will have to reach these shared agreements, as well in the application of the resulting tool.
While there are basic responsibilities of all boards, there is on single way to meet these responsibilities that will fit every board. Each board must develop the Samples are given for some of the tools, but what is most important, is that members of the board work collaboratively with staff to develop the tool that will best fit with their needs, capacities, history and culture.
Caution: While working to develop one of these tools, you may very well find that the process will lead to unexpected improvements in other areas of Board Governance and Leadership.
The Tools
Board Member Expectations
A statement of the expectations for which each board member will hold themselves and their colleagues accountable, including standards for: contributions, meeting attendance and participation, committee service, etc.
Board member assessment
A procedure for assessing the extent to which board members have met the expectations and otherwise contributed to the functioning of the board and the organization.
Board Assessment protocol
A protocol to assess the effectiveness of the board as a whole. What questions should be asked? How will they be asked? How will the answers be used?
Recruitment and orientation procedures
How will the board identify the skills and resources needed on the board? How will candidates be identified, cultivated and reviewed? How will new board members be oriented?
Board Meeting Agendas
How will board meeting agendas be prepared so that there is time to resolve immediate questions as well as for engaged discussions about the organization and its future?
Elevator speech
Create a short statement that would interest friends and colleagues to learn more about the organization. How can board members become comfortable in using this statement? How would this be used to support board fundraising and advocacy?
Budget Process
What is the board role in the development, approval and monitoring of the budget?
Financial management checklist
What basic questions should the board should be able to answer to assure fiscal responsibility?
Executive Director Review
How will the board annually review the Executive Director?
SAMPLES
Board Member Expectations 4
Board Member Assessment 5
Board Assessment 6
Board Recruitment and Orientation Procedures 11
Consent Agenda 14
Generative Questions 15
Elevator Speech 16
Budget Process 17
Financial Checklist 18
Executive Director Review 19
BOARD MEMBER EXPECTATIONS
• Understand and support the organization’s mission
• Attend and prepare for _____Board meetings each year
• Commit to learning about the organization
• Make a personally meaningful personal donation each year
• Solicit donations of at least ______each year from individuals, corporations and philanthropies
• Share professional expertise
• Make sound informed decisions, acting in good faith and in the best interest of the organization
• Assess your own performance
• Be prepared and willing to lead the Board or a committee
Rules of the Road
· Engage in discussion and decision-making and respect the opinions of other Board members
· Abide by organizational and statutory conflicts of interest and confidentiality policies
· Only add points that have not already been covered
· Show respect for committee recommendations
· Respect and support the executive director’s authority
· Have (or value) a sense of humor
Board Member Assessment Process
· Records will be maintained of each board members fulfillment of the agreed expectations
· There will be an annual assessment and ‘check-in” interview with each board member by a member of the Governance Committee
· Each board member will be encouraged to set annual personal goals
· Each board member will be provided with a “Report Card” based on the Board Expectations and their personal goals
· Re-nomination to the board will be based on the results of the annual assessments
3/6/08
ASSESSMENT OF BOARD LEADERSHIP RESPONSIBILITIES
(Adapted from the Board Leadership Project of Governance Matters)
Totally agree Do not agree at allDetermining the Mission and Directions / 1 2 3 4 5
1. Board members understand and are committed to the mission. / ¨ ¨ ¨ ¨ ¨
2. Board decisions are based on and support the mission / ¨ ¨ ¨ ¨ ¨
3. Board members actively participate in strategic planning and ongoing strategic thinking. / ¨ ¨ ¨ ¨ ¨
4. The board has adopted, and utilizes, explicit measures of progress toward identified outcomes / ¨ ¨ ¨ ¨ ¨
5. There is a healthy balance between respect for the group’s historical legacy and willingness to embrace change. / ¨ ¨ ¨ ¨ ¨
6. Comments / suggestions?
Totally Agree Do not agree at all
Maintaining a productive and engaging Board Culture / 1 2 3 4 5
7. The work of the board is clearly laid out. / ¨ ¨ ¨ ¨ ¨
8. There are universally accepted, high expectations for board participation. / ¨ ¨ ¨ ¨ ¨
9. Board members receive enough information to do their work. / ¨ ¨ ¨ ¨ ¨
10. Board meetings are characterized by substantive discussions, respectful debate and informed decision making. / ¨ ¨ ¨ ¨ ¨
11. Decisions are made by the full board rather than by the Executive Committee or Executive Director. / ¨ ¨ ¨ ¨ ¨
12. The accomplishments of long-term board members are recognized and acknowledged. / ¨ ¨ ¨ ¨ ¨
13. Comments / suggestions?
Totally agree Do not agree at all
Insuring the present and future health of the board: Recruitment through Retirement / 1 2 3 4 5
14. There is an effective process to determine board recruitment priorities based on the work of the board / ¨ ¨ ¨ ¨ ¨
15. Board composition reflects the expertise, diversity of background and access to resources needed by the organization / ¨ ¨ ¨ ¨ ¨
16. Clear expectations are explained during the recruiting process. / ¨ ¨ ¨ ¨ ¨
17. There is a specific focus on leadership development for new board members, including orientation, training and partnering with more seasoned board members. / ¨ ¨ ¨ ¨ ¨
18. Past leaders allow new leaders to lead. / ¨ ¨ ¨ ¨ ¨
19. Board members are placed in leadership positions after a reasonable amount of board services, and are supported in fulfilling their leadership responsibilities. / ¨ ¨ ¨ ¨ ¨
20. There is a succession plan for board officers and committee chairs / ¨ ¨ ¨ ¨ ¨
21. The board has an effective process to assess progress towards achieving its goals. / ¨ ¨ ¨ ¨ ¨
22. The board has an effective process to assess the performance of board members toward achieving board expectations. / ¨ ¨ ¨ ¨ ¨
23. Comments / suggestions?
Totally agree Do not agree at all
Providing Leadership / 1 2 3 4 5
24. The Executive Director welcomes board involvement in appropriate matters. / ¨ ¨ ¨ ¨ ¨
25. The Board Chair encourages board member engagement. / ¨ ¨ ¨ ¨ ¨
26. Comments / suggestions?
Totally agree Do not agree at all
Managing the work of the Board / 1 2 3 4 5
27. There is a regular process to determine the priority work of the board. / ¨ ¨ ¨ ¨ ¨
28. Work assignments to committees are specific and clear / ¨ ¨ ¨ ¨ ¨
29. Board agendas manage the time of the board so that there is opportunity for engaging discussions on policy and strategic matters / ¨ ¨ ¨ ¨ ¨
30. Items that we should spend less/more time on at Board meetings:
31. Changes in communication that would improve the effectiveness of the board might include:
32. Comments / suggestions?
Totally agree Do not agree at all
Serving as advocates for the organization / 1 2 3 4 5
33. There is an agreed ‘elevator speech” describing the organization that board members are familiar with and can use / ¨ ¨ ¨ ¨ ¨
34. Board members represent the organization in public / ¨ ¨ ¨ ¨ ¨
35. There is a board approved public relations and marketing strategy / ¨ ¨ ¨ ¨ ¨
36. Comments / suggestions?
Totally agree Do not agree at all
Ensuring Adequate Resources / 1 2 3 4 5
37. All board members make personally meaningful financial contributions / ¨ ¨ ¨ ¨ ¨
38. Board members actively participate in fundraising activities and solicitations / ¨ ¨ ¨ ¨ ¨
39. The board is actively engaged in establishing the Development plan. / ¨ ¨ ¨ ¨ ¨
40. Comments / suggestions ?
Totally agree Do not agree at all
Insuring Financial Integrity / 1 2 3 4 5
41. The board plays an active role in the development of the budget / ¨ ¨ ¨ ¨ ¨
42. The board receives regular budget to actual reports / ¨ ¨ ¨ ¨ ¨
43. Board members are sufficiently knowledgeable to ask meaningful questions about finances and financial management / ¨ ¨ ¨ ¨ ¨
44. There is an annual audit by a professional selected by the board / ¨ ¨ ¨ ¨ ¨
45. The board reviews the audit report and has an opportunity to ask questions about the findings / ¨ ¨ ¨ ¨ ¨
46. The board regularly reviews the financial controls and their implementation / ¨ ¨ ¨ ¨ ¨
47. The board has established an investment policy and reviews investment performance / ¨ ¨ ¨ ¨ ¨
48. Comments / suggestions ?
Adequate Not adequate
Selecting, Supporting, Compensating and reviewing the Executive Director / 1 2 3 4 5
49. The board reviews the compensation of the Executive Director based on industry standards / ¨ ¨ ¨ ¨ ¨
50. There is a job description for the position of Executive Director / ¨ ¨ ¨ ¨ ¨
51. There is process for an objective review of the Executive Directors performance / ¨ ¨ ¨ ¨ ¨
52. The respective roles of board and staff are discussed openly / ¨ ¨ ¨ ¨ ¨
53. Comments / suggestions?
Totally agree Do not agree at all
Personal Experience
54. I feel positive about being on the Board. / ¨ ¨ ¨ ¨ ¨
62. I have a clear idea of my role on the board, how I can have impact and what is expected of me. / ¨ ¨ ¨ ¨ ¨
I am satisfied with my personal performance in meeting the following responsibilities:
/ Satisfied Dissatisfied63. Attendance at board meetings / ¨ ¨ ¨ ¨ ¨
64. Preparing for board meetings / ¨ ¨ ¨ ¨ ¨
65. Contributing to the effectiveness of board meetings / ¨ ¨ ¨ ¨ ¨
66. Tracking program progress / ¨ ¨ ¨ ¨ ¨
67. Providing financial oversight / ¨ ¨ ¨ ¨ ¨
68. Providing guidance on organizational strategy and directions / ¨ ¨ ¨ ¨ ¨
69. Establishing board priorities / ¨ ¨ ¨ ¨ ¨
70. Productive work on a committee/task force / ¨ ¨ ¨ ¨ ¨
71. Making a personally meaningful financial contribution / ¨ ¨ ¨ ¨ ¨
72. Providing access to financial resources / ¨ ¨ ¨ ¨ ¨
73. Providing access to non-financial resources / ¨ ¨ ¨ ¨ ¨
74. Serving as an effective ambassador / ¨ ¨ ¨ ¨ ¨
75. Comments or suggestions about your experience on the Board or about how the Board could be more effective.
Board Recruitment and Orientation Process
Recruitment
Recruitment priorities
· Identify board work needs based on input from Board Committees and senior management regarding the board needs for expertise, representation and access to resources
· Assess current board composition
· Define priority recruitment needs
· Create a board recruitment prospectus that identifies the needed board members and the board action priorities
Identification of potential candidates
· Communicate needs to sources for board candidates, including:
o United Way Linkages
o NY Junior League Nonprofit Board Clearing House
o Board Assist
o Board Net USA
o Corporate board placement programs, e.g. Time Warner, Chase
· Conduct other research for candidates with identified qualities
· Solicit Board and senior management recommendations
Screening
· Obtain basic background material through the referral source
· Determine priorities among the potential candidates identified
· Personal meeting with member of the Governance Committee to assess potential interest and suitability
· Screening and information interview with senior management and a member of the Governance Committee
· Committee recommendations to board
Appointment
· (All candidates will be asked to serve for one year on a Committee.)
· Meeting with Board Chair to decide on Committee and/or Affiliate board assignment
· Candidates will be invited to attend the board retreat
Board Orientation
1. A “Board Buddy” is assigned to each new member to guide the new member through the formal and informal workings of the board. “Buddy” is available to help new member with “anything”. “Buddy” is assigned for first year of new board member