11/18/2009
Board Tune-Up Kit
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A do-it-yourself manual for Board Tune-Up, Repair or Overhaul
Instructions
The Board Tool Kit provides guidelines to improve your board's ability to fulfill its leadership and governance responsibilities.
Begin with the topic that addresses your most immediate needs, such as:
· recruitment
· board meeting effectiveness
· financial management
· fundraising
The value of the tools in the kit is two-fold: The board must have explicit conversations to reach shared agreements on the answers to the questions posed, and the resulting document will guide change.
It is critical that members of your board work collaboratively with staff to develop tools that best fit the needs, capacities, history and culture of your organization.
All boards have similar responsibilities but there is no one "right" way for a board to meet these responsibilities. Each board must find its own way. Sample tools and procedures are provided but they are only samples, not templates.
Caution: While using tools to address one issue, you may find that the process itself leads to unexpected improvements in other areas of board governance and leadership.
Contents
I. Recruitment
Ten Basic Responsibilities of Nonprofit Boards 3
Board Assessment Survey 5
Board Profile Worksheet 11
A Board member Contract 13
Candidate Interview Questions 16
Board Recruitment Procedures 17
Board Manual Contents 18
Orientation Procedures 20
Board Prospectus Outline 21
II. Governance
Governance Committee job description 22
Board Member Assessment Process 24
Director’s report card 25
Board fact sheet 26
By Laws 27
III. Board Meetings
Consent Agenda 28
Generative Questions 29
The “New Work” of the Nonprofit Board 30
IV. Fundraising and Finance
Elevator Speech 31
Financial Checklist 32
IRS expectations for the Board 33
V. Executive Director Review
Executive Director Review Process 34
Executive Director Review: board survey 35
Executive Director Review: staff survey 39
I. Recruitment
Ten Basic Responsibilities of Nonprofit Boards*
Suggestions for use
This list covers the basic fiduciary, oversight and leadership board responsibilities. You might include those most important to your organization as an agenda item at an Executive committee, Governance committee or board meeting to identify the priority tasks for the board. It is an important question to address prior to recruitment in order to develop clarity about the work that has to be accomplished and the skills, resources and connections needed on the board to accomplish it.
- Determine the Organization’s Mission and Purpose – It is the board’s responsibility to create and review a statement of mission and purpose that articulates the organization’s goals, means and primary constituents served.
- Select the Chief Executive – Boards must reach consensus on the chief executive’s responsibilities and undertake a careful search to find the most qualified individual for the position.
- Provide Proper Financial Oversight – The board must assist in developing the annual budget and ensuring that proper financial controls are in place.
- Ensure Adequate Resources – One of the board’s foremost responsibilities is to provide adequate resources for the organization to fulfill its mission.
- Ensure Legal and Ethical Integrity and Maintain Accountability – The board is ultimately responsible for ensuring adherence to legal standards and ethical norms.
- Ensure Effective Organizational Planning – Boards must actively participate in an overall planning process and assist in implementing and monitoring the goals of the organization.
- Recruit and Orient New Board Members and Assess Board Performance – All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate its own performance.
- Enhance the Organization’s Public Standing – The board should clearly articulate the organization’s mission, accomplishments, and goals to the public and garner support from the community.
- Determine, Monitor, and Strengthen the Organization’s Programs and Services – The board’s responsibility is to determine which programs are consistent with the organization’s mission and to monitor their effectiveness.
- Support the Chief Executive and Assess His or Her Performance - The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization.
* Adapted from Ingram, Richard, Ten Basic Responsibilities of Nonprofit Boards. Board Source
Board Assessment Survey
Suggestions for use
Every board should regularly step back and ask itself how it is doing. This process will almost always surface some areas in which the board thinks that it can do better.
It is important that the survey be anonymous so that each board member can be as candid as possible. The survey can be administered online through a service such as Survey Monkey. It would be helpful to have either an outside party or a member of the board whose confidentiality can be relied upon, to compile the results of the survey so that the comments can not be readily associated with individual board members.
A summary should be provided to the board and discussed at a dedicated board meeting or as part of a board retreat to identify solutions to the areas identified as needing improvement.
BOARD ASSESSMENT SURVEY
(Adapted from the Board Leadership Project of Governance Matters, Board Café, March 2005 and Assessing Not-for-Profit Boards: Governance Structures and Practices in Canada, 2009)
Please rate your assessment of the Board’s performance on a scale of 1-5, with 1=Very Confident and 5=Not At All Confident
Very Confident Not at all confident1 2 3 4 5
1. Determining the mission and directions
a. Most or all board members understand the mission and purpose of the organization / ¨ ¨ ¨ ¨ ¨
b. The Board has a strategic vision for the organization / ¨ ¨ ¨ ¨ ¨
c. Board members actively participate in strategic planning and ongoing strategic thinking. / ¨ ¨ ¨ ¨ ¨
d. The board has adopted, and utilizes, explicit measures of progress toward identified outcomes. / ¨ ¨ ¨ ¨ ¨
e. There is a healthy balance between respect for the group’s historical legacy and willingness to embrace change. / ¨ ¨ ¨ ¨ ¨
2. What work does the board and/or the staff need to do to in this area?
3. In developing a board recruitment plan, what additional skills/resources would be helpful in accomplishing that work?
4. What questions should the board and the organization address in setting directions for the next three years?
5. Insuring financial integrity / Very Confident Not at all confident
a. The board monitors financial performance and projections on a regular basis. / ¨ ¨ ¨ ¨ ¨
b. Board members are sufficiently knowledgeable to ask meaningful questions about finances and financial management. / ¨ ¨ ¨ ¨ ¨
c. There is an annual audit by a professional selected by the board. / ¨ ¨ ¨ ¨ ¨
d. The board reviews the audit report and has an opportunity to ask questions about the findings. / ¨ ¨ ¨ ¨ ¨
e. The board regularly reviews the financial controls and their implementation. / ¨ ¨ ¨ ¨ ¨
f. The board ensures legal compliance with federal, state and city regulations / ¨ ¨ ¨ ¨ ¨
g. The board ensures that government contract obligations are fulfilled. / ¨ ¨ ¨ ¨ ¨
h. The board has established an investment policy and reviews investment performance. / ¨ ¨ ¨ ¨ ¨
6. What work will the staff and/or the board need to do to in this area?
7. In developing a board recruitment plan, what additional skills/resources would be helpful in accomplishing that work?
Very Confident Not Confident at All
1 2 3 4 5
8. Ensuring Adequate Resources
a. The board has a clear policy on the responsibilities of board members in fundraising. / ¨ ¨ ¨ ¨ ¨
b. Board members make personally meaningful financial contributions / ¨ ¨ ¨ ¨ ¨
c. Board members actively participate in fundraising activities and solicitations / ¨ ¨ ¨ ¨ ¨
d. The board has a Development plan (that combines contributions, earned income and other revenue) to ensure adequate resources. / ¨ ¨ ¨ ¨ ¨
9. What work will the staff and/or the board need to do to in this area?
10. In developing a board recruitment plan, what additional skills/resources would be helpful in accomplishing that work?
Very Confident Not Confident at All
1 2 3 4 5
11. Serving as advocates for the organization
a. Board members are familiar with the key points of an agreed “elevator speech” describing the organization. / ¨ ¨ ¨ ¨ ¨
b. Board members are adequately knowledgeable about the organizations programs. / ¨ ¨ ¨ ¨ ¨
c. Board members act as ambassadors to the community on behalf of the organizations and its constituencies. / ¨ ¨ ¨ ¨ ¨
d. There is a board approved public relations and marketing strategy / ¨ ¨ ¨ ¨ ¨
12. What work will the staff and/or the board need to do to in this area?
13. In developing a board recruitment plan, what additional skills/resources would be helpful in accomplishing that work?
14. Selecting, supporting, compensating and reviewing the Executive Director
a. The board reviews the compensation of the Executive Director based on industry standards. / ¨ ¨ ¨ ¨ ¨
b. The job description for the Executive Director has been reviewed in the past year. / ¨ ¨ ¨ ¨ ¨
c. There is an agreed process for an annual review of the Executive Director’s performance. / ¨ ¨ ¨ ¨ ¨
d. The respective roles of board and staff are discussed openly. / ¨ ¨ ¨ ¨ ¨
15. Comments / suggestions?
Very Confident Not Confident at All
1 2 3 4 5
16. Insuring the present and future health of the board
a. There is an effective process to determine board recruitment priorities based on the work of the board. / ¨ ¨ ¨ ¨ ¨
b. Board composition reflects the expertise, diversity of background and access to resources needed by the organization / ¨ ¨ ¨ ¨ ¨
c. Clear expectations are explained during the recruiting process. / ¨ ¨ ¨ ¨ ¨
d. There is a specific focus on leadership development for new board members, including orientation, training and partnering with more seasoned board members. / ¨ ¨ ¨ ¨ ¨
e. Past leaders allow new leaders to lead. / ¨ ¨ ¨ ¨ ¨
f. Board members are placed in leadership positions after a reasonable amount of board services, and are supported in fulfilling their leadership responsibilities. / ¨ ¨ ¨ ¨ ¨
g. There is a succession plan for board officers and committee chairs. / ¨ ¨ ¨ ¨ ¨
h. The board has an effective process to assess the performance of board members toward achieving board expectations. / ¨ ¨ ¨ ¨ ¨
17. Comments / suggestions?
Very Confident Not Confident at All
1 2 3 4 5
18. Maintaining a productive and engaging board culture
a. The board has clear and specific goals for its yearly work. / ¨ ¨ ¨ ¨ ¨
b. There are universally accepted, high expectations for board participation. / ¨ ¨ ¨ ¨ ¨
c. Board meetings are characterized by substantive discussions, respectful debate and informed decision making. / ¨ ¨ ¨ ¨ ¨
d. Decisions are made by the full board rather than by the Executive Committee or Executive Director. / ¨ ¨ ¨ ¨ ¨
e. Board members understand the respective roles of board and staff / ¨ ¨ ¨ ¨ ¨
f. The Executive Director welcomes board involvement in appropriate matters. / ¨ ¨ ¨ ¨ ¨
g. The Board Chair encourages board member engagement. / ¨ ¨ ¨ ¨ ¨
h. The Chair does a good job encouraging and dealing with different points of view / ¨ ¨ ¨ ¨ ¨
i. Board members re familiar with the By Laws and policies of the board / ¨ ¨ ¨ ¨ ¨
j. Board members maintain confidentiality of all board deliberations / ¨ ¨ ¨ ¨ ¨
19. Comments / suggestions?
Very Confident Not Confident at All
1 2 3 4 5
20. Managing the work of the Board
a. There is a regular process to determine the priority work of the board. / ¨ ¨ ¨ ¨ ¨
b. The board has an effective process to assess progress towards achieving its goals. / ¨ ¨ ¨ ¨ ¨
c. Work assignments to committees are specific and clear. / ¨ ¨ ¨ ¨ ¨
d. Board members follow through on their commitments.
e. Board agendas manage the time of the board so that there is opportunity for engaging discussions on policy and strategic matters / ¨ ¨ ¨ ¨ ¨
21. Items that we should spend less/more time on at Board meetings:
22. Changes in communication that would improve the effectiveness of the board might include:
23. Additional comments or suggestions about your experience on the Board or about how the Board could be more effective.
Board Profile Worksheet
Suggestions for use
This worksheet can be adapted by organizations to assess their current board composition and plan for the future. The governance committee can develop an appropriate grid for the organization and then present its findings to the full board. Once completed, you can look back on this worksheet to identify any gaps in skills or perspectives.
Remember, an organization will look for different skills and strengths from its board members depending on its stage of development and other circumstances.