Transcript How to Build an Effective Board

Leadership Orientation
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Board Orientation
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Ground Rules
Ask questions as they arise.
Think in terms of your role as a director;
responsible for the well-being and future of
this organization.
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Purpose of Board Orientation
To focus on the strategic direction, mission
and goals of the organization.
To manage risks associated with leadership.
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The DBA’s Objectives
"To promote justice, its administration and its
availability to all sectors of society; to support and
assist the membership in the delivery of legal
services; to uphold the honor and dignity of the
bar and foster respect for the legal profession; to
encourage a thorough and ongoing legal
education; to promote prompt and efficient dispute
resolution; to cultivate good relations among all
lawyers of Denver; to perpetuate the history and
tradition of the profession and to do all things
necessary to further these objects and purposes."
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Governance Organizational Chart
Members
Board of Trustees
President
Executive Committee
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The Tools of Governance
The Bylaws
Articles of Incorporation
Policies & Procedures
Strategic Plan or Goals
Budget for Current Year
Position Statements or Platform
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Board Responsibilities
Determine and understand the
organization’s mission and purposes.
Ensure organizational planning and goal
setting.
Manage the organization’s resources.
Determine, monitor and strengthen
programs and services for members.
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Board Responsibilities
Promote the organization’s image.
Ensure legal and ethical integrity in the
organization.
Help recruit new leaders.
Assess and measure organizational
performance.
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The Board - Staff Relationship
Two Elements, One Team
Board focuses on governance; being
visionaries; strategically moving forward.
Staff manages the day to day operations.
Avoid micromanagement.
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Practical Steps for Bd. Service
Attend all board meetings.
Start and end meetings on time.
Study and understand the mission
statement, bylaws, policies and goals.
Prepare for meetings by reviewing the
agenda and supporting documents.
Treat information and discussions as
“confidential.”
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Practical Steps for Bd. Service
Promote the organization to others.
Recruit future leaders to help govern the
organization.
Stay current on issues and trends
Readily communicate with the office for
needed information and assistance.
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Role of the President
Serves as chief elected officer of the
organization.
Presides over all meetings or designates a
person to do so.
Interfaces with the chief staff officer
(executive director).
Appoints committee leaders in accordance
with bylaws.
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Role of the President-Elect
Serves in the absence of the president.
Performs such duties as identified in the
bylaws or assigned by the president.
Co-Chair the Barristers Benefit Ball
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Role of the Treasurer
Oversees all funds and financial records.
Prepares an annual budget for approval.
Keeps records of all income and expenses.
Responsible for filings required by law
associated with finances.
Chairs the Budget Committee.
Performs such duties as identified in the
bylaws or assigned by the president.
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Role of the Past President
Adds continuity to the board, especially
during transition.
Assists the elected president as needed.
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The Board of Trustees
The board shall manage the affairs of the
association, supervise the work of all
committees, have general supervision of the
property of the association, keep a record of
its proceedings relative to the finances and
property of the association, and shall report
to the members any business which, in the
judgment of the board, requires action by
the association.
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Financial Responsibilities
The board should carefully review all
financial reports.
The treasurer should prepare and propose an
annual budget.
The treasurer, with staff assistance, will
present a financial report for the previous
period, at each meeting.
An annual audit should be performed by an
independent accountant.
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Committees
Standing Committees - found in the
bylaws, are ongoing.
Ad Hoc & Task Forces - appointed as
needed, disbanded upon completion of task.
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Board Meetings
Preparation
Notice and materials will be distributed well in
advance of meetings.
Review the agenda to determine how you
should prepare for the discussions.
Prepare any written reports and provide to staff
in advance of the meeting.
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Board Meetings
The Agenda
The agenda is prepared with the input of the
chief elected officer, staff, with consideration of
current issues, member needs and pending
business.
If you have input for the agenda, be sure to
provide it to the chief elected officer, or staff,
well in advance of the meeting.
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Board Meetings
Minutes
Minutes are a legal record of the meetings.
They are not a record of side conversations or a
reminder document for leaders and staff.
The minutes are to be approved at the next
convened meeting of the board.
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Board Meetings
The Rules of Order
Procedural rules are used to maintain order at
meetings.
All persons must be recognized by the chair
before speaking.
Time limits may be set on certain topics.
Learn the basics of rules of order to be sure
motions and procedures are understood to your
benefit.
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Volunteer Immunity Laws
Often Misunderstood
Fed. Volunteer Protection Act passed in 1997.
Adopted by most states.
Indemnifies volunteers if they act of behalf of
organization with good judgment.
Does NOT cover any criminal activity, nor
negligence.
Does not prohibit lawsuits.
Protects organization for up to the extent of the
assets of the organization.
Does not eliminate the need for insurance!
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Risk - Special Precautions*
Antitrust Avoidance
Have an antitrust avoidance statement on file.
Let legal counsel review activities, minutes.
Apparent Authority
Committees/Sections may not usurp the authority of the
Board or chief elected volunteer.
IRS Issues
Unrelated Business Income Tax
Public request for tax returns.
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Board Legal Considerations
Duty of Care
 Good business judgment at all times.
 Due diligence in decision making.
Duty of Loyalty
 Avoid conflicts of interest.
Duty of Obedience
Faithful to the mission and goals.
Follow the governing documents.
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