Transcript How to Build an Effective Board
Leadership Orientation
R. Harris Board Orientation 1
Topics
Purpose
Mission, Vision
Board-Staff Team
Board Responsibilities
Practical Board Tips
The Officers
Executive Committee
Board Meetings
Recruiting Leaders
Committees
Financial Issues
Goal Setting
Risk Management
Insurance
Office Operations
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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
In the US, there are 1.4 million non-profit organizations.
The average number of directors on a board is 19.
About 26 million persons serve on boards.
Training tends to be categorized as
“on the job.”
To share key information about the Board Orientation R. Harris organization.
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Purpose of Board Orientation
To focus on the strategic direction, mission and goals of the organization. To encourage questions and to explore opportunities for the organization. To manage risks associated with leadership. The members and staff appreciate your service on the Board.
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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." R. Harris Board Orientation 6
Governance Organizational Chart
Members Board of Trustees Executive Committee President
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Staff Organizational Chart
Chuck Turner, Executive Director Greg Martin, Deputy Executive Director Dana Collier Smith, Assistant Exec. Director Nona Powell, Program Coordinator Penny Young, Reception/Admin.
Andrea Mueller, Reception/Admin.
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Staff Organizational Chart
Departments: Communications – Stacy Chesney, Director Mindy Marks Finance – Janet Bauer, Director Elisa Willard Amber Vanden Hout Internet & Technology – Mel Reveles, Director Catherine McHughs R. Harris Board Orientation 9
Staff Organizational Chart
Departments (cont.): Law Practice/Risk Management – Reba Nance, Director Michelle Gersic Legislative Relations – Michael Valdez, Director Local Bar Relations/Access to Justice – Kath Schoen, Director Cheryl Law R. Harris Board Orientation 10
Staff Organizational Chart
Departments (cont.): Marketing – Shelley Joksimovic, Director Heather Clark Beneva Hansen Metro Volunteer Lawyers – Debora Wagner, Director (DBA program) Anna Paschke Codi Raymond R. Harris Board Orientation 11
Staff Organizational Chart
Departments (cont.): Public Legal Education – Carolyn Gravit, Director Meghan Secks Sections & Committees – Melissa Nicoletti, Director Erica Driver Gretchen Eoff Richard Dyrland R. Harris Board Orientation 12
Staff Organizational Chart
Departments (cont.): The Colorado Lawyer – Leona Martinez, Managing Editor Tracy Rackauskas Susie Vancura Gaynor Bloom R. Harris Board Orientation 13
The Governing Documents
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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.
Consider it a partnership, alliance, collaboration between board and staff to achieve the goals of the organization.
Avoid micromanagement.
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Practical Steps for Bd. Service
There are
practical steps
that make board service more effective and the outcomes more rewarding.
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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 impacting the organization and the membership.
Readily communicate with the office for needed information and assistance.
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The Officers
The officers have special duties described in the bylaws.
In many associations, the officers make up an “Executive Committee.” R. Harris Board Orientation 22
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 R. Harris Board Orientation 24
Role of 1
st
Vice President
The 1 st Vice President serves as chair of the Budget Committee.
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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.
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. R. Harris Board Orientation 28
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 R. Harris 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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Recruiting Leaders
A responsibility of board members is to identify future leaders.
The nominating committee plays a key role, but so does every board member.
Training programs encourage and help recruit leaders.
Committees are a source of future leaders.
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Goal Setting
Limit the number of goals to 4 to 6 so that resources are not exhausted and success in achieving them is more likely.
Within the goals should be strategies as to how the goals will be achieved.
Within the goals and strategies should be tasks assigned to committees, volunteers, staff and outsourcers.
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Outcome Oriented Goal Setting
Goal statements should include an action verb. (Retrain and recruit members…..) They should be simple, clear, understandable.
Goals include measurable quantities and timeframes.
Goals must be reasonable, manageable.
Goals focus on the end, not the means to the Board Orientation 37 R. Harris end.
Goals Set in a Strategic Plan
Most organizations have a strategic plan that can be used as a road map for the leadership and staff.
A strategic plan should be updated annually or every other year.
The plan allows members and prospects to see the direction of the organization and understand better the ROI - return on R. Harris investment.
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The Strategic Planning Process
Determine the value of creating a plan or updating an existing plan.
Identify a facilitator experienced at strategic planning.
Include key stakeholders in the planning process, in addition to the board and staff.
Conduct a member survey to determine strengths, weaknesses opportunities and R. Harris threats.
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The Strategic Planning Process
Set aside a time specifically for planning.
Draft the plan and circulate it for additional input from key stakeholders.
Formally adopt the plan and promote it as the future direction and services of the organization.
Promote and implement the finished product.
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R. Harris
Discretionary Expenses(net of Revenue for Docket and MVL)
PLE 8% Committees 3% YLD 4% Comm. (includes Docket) 26% MVL 39% Membership 10% Section & Committee 10% Board Orientation 41
DBA Member Survey Results – May 4, 2007
1. What challenges do you currently face in your law practice? (456 responses):
Top 5 Answers – Time Management Client Development Finances Personnel/Staffing Work/Life Balance R. Harris Board Orientation 42
2. Where should bar resources (staff time/money) be allocated?
Top number is the count of respondents selecting the option.
Bottom % is percent of the total respondents selecting the option.
Metro Volunteer Lawyers (MVL) - Pro bono help for low-income people More 239 48% No change 226 45% Less 32 6% "The Docket" - DBA's monthly publication 37 7% 372 75% 85 17% Public Legal Education Clinics, mock trials, school programs Social/networking opportunities
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176 36% 101 21%
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282 57% 302 61% 36 7% 89 18%
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3. Please list 3 things you associate with the Denver Bar Association (434 responses):
Top 5 Answers –
“The Docket”
CLE MVL Pro bono activities Social events R. Harris Board Orientation 44
4. How should the Bar Association be involved in ballot/legislative issues that relate to lawyers and the judicial system?
the Bar should not be involved 47 9% the Bar should only lend its name, not money, in support/opposition the Bar should lend its name and money - as approved by the Board - in support/oppostion Other, please specify 82 329 16% 66% 61 12%
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Other responses to question 4 include:
The DBA should solicit input and have forums Amore democratic way to lend name, money, etc Name, $ and effort for legislatives issues re legal system Depends on what you mean by "relate" Pro and con of ballot issues set out in docket Only if members agree/vote on it Bar should sponsor pro/con speakers/issues forum DBA should publicize these issues to the Bar On the fence because of members disparate views Support only w/ membership vote per issue Be reluctant to insinuate ourselves - bipartisan?
It would be difficult to represent all views The real question? Depends on Circumstances With disclaimer that not all members agree Name primarily - money only when majority affected The Bar has an obligation to educate the public Only in issues directly involved with profession Narrow involvement on judicial process matters. Tough question. Depends on issue & member support The Bar should educate its members about issues As appropriate $ support for "system" improvement, not issues Only if issue is non-political, affects all lawyer R. Harris Board Orientation Keep members informed of issues & opportunity for involvement 46
5. What are some of things you would like to see the Denver Bar Association do, or offer, that we currently do not? (272 responses):
Top 5 Answers – More CLE – affordable programs, online CLE, legal research CLE, ethics CLE Even stronger support of the judiciary More focus on mentoring – young lawyers, law students More public education – judicial system, local elections More focus on solo & small firm practitioners R. Harris Board Orientation 47
Measuring Performance
“How do we compare?” is a common query of board and staff.
There are numerous ways to measure performance.
How does the organization measure performance? Consider these options…..
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Measuring Performance
Compare the organization with the operating ratios (budgets) of similar organizations to measure income and costs. Survey members to determine satisfaction.
Seek an outside performance review by a committee or professional experienced in conducting operating assessments.
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Risk Management
There is risk associated with board service.
Insurance is one way to minimize risks.
Consider a Risk Management Strategy to protect the organization. The Volunteer Immunity Act may not cover all risks associated with the organization.
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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. Board Orientation
Does not eliminate the need for insurance!
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Common Insurance Coverages
General Liability
- covers property damage.
Directors and Officers Liability
(D&O) covers the actions of the leadership, for example antitrust violations, wrongful hiring, etc.
Meeting Cancellation
- covers canceled meetings and the loss of anticipated profits.
Fidelity Bond
- covers employees stealing R. Harris assets.
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Risk Management Strategy
Evaluate the activities of the organization that cause risk; for example: Do you serve liquor at meetings?
Do you discuss prices or factors that may violate antitrust laws?
Can you reduce the risks or insure against claims?
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Risk Management Strategy
Evaluate the organization’s risk.
Eliminate risks as much as possible.
Purchase insurance to minimize risks.
Constantly review the potential risks and work to minimize them.
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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.
R. Harris Follow the governing documents.
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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. R. Harris Board Orientation 56
Office Operations
Hours of operation.
Meeting the staff and their roles.
Phones, addresses, website, etc.
The publications.
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Thank You for Serving!
The board experience should be a positive one.
The board is the caretaker of the organization.
The board speaks as a whole, no board member should have more input or authority than others.
Always ask questions as they arise.
Thank you for serving on the board!
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