JazzZone Jazzabration Non-Profit Formation

Board Orientation

JazzZone Jazzabration

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Topics

l Purpose l Officers
l Mission, Vision & Values l Executive Committee
l Tools of Governance l Committees
l Board of Directors l Board Meetings
l Board Responsibilities l Financial Responsibilities
l Board-Staff Relationship l Strategic Planning
l Expectations of Board

Members

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Purpose of Board Orientation

l To govern based on documents and key 3
information

l To focus on the strategic direction,
mission and goals of the organization

l Fiduciary duties; the trust of members in
the board of director

l To explore opportunities while being
careful with our resources

l To develop policies and procedures.

l To manage risks

Mission, Vision & Values

• What are your organizations mission, vision & values?
• Website
• Brochures
• Board of Directors Aware

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The Tools of Governance

l Articles of Incorporation
- established in ____
- Not for Profit corporation
- exempt under IRS sec. 501(c)3, organization

l Bylaws
- membership classes
- governance duties
- specifics

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The Tools of Governance

l Policies
l Wisdom of the board, interprets bylaws and articles
l Best course of action for now and the future

l Strategic Plan
l Roadmap for 3 to 5 years
l Guide for officers, board, committees and staff

l Annual Budget

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Board of Directors

l ___ voting members
l Officers: President, Vice President, Secretary, Treasurer
l Directors:

l Executive Director is a non-voting position

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Board Responsibilities

l Establish strategic plan and annual goals and
objectives

l Determine association policy
l Allocate resources through the budget
l Monitor progress
l Promote the organization
l Oversee the executive director, attorney and/or CPA

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The Board - Staff Relationship

Two Partners, One Team
l Board focuses on governance, direction and vision
l Staff manages day-to-day operations within the context

of the board’s direction
l This partnership between board and staff allows the

organization to achieve its goals, avoids micro-
management of the staff and over-taxing of the volunteer
leaders. Leaders govern; staff manages.

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Board = Governance Staff = Management
Dynamic
Organization

Mission + Goals = Strategic Direction

Expectations of Board Members

l Attend all board meetings
l Start and end meetings on time
l Study and understand the mission statement, bylaws,

and strategic plan
l Prepare for meetings by reviewing the agenda and

supporting documents
l Stick to established agendas during board meetings
l Treat information and discussions as confidential
l Be respectful of people and ideas

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Expectations of Board Members

l Promote our organization to others
l Recruit future leaders to help govern the

organization
l Stay current on issues and trends impacting the

organization and the membership
l Volunteer for committees
l Readily communicate with staff for needed

information and assistance

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Legal Considerations

l Duty of Care
l Good business judgment at all times
l Due diligence in decision making

l Duty of Loyalty

l Act in the best interest of the organization and
membership

l Avoid conflicts of interest
l Duty of Obedience

l Faithful to the mission and goals
l Follow the governing documents

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Risk Management

l Insurance coverages; types.
l Bylaws may included indemnification*
l Written policies exist to guide board and staff
l Antitrust avoidance issues
l Annual financial audit

* Indemnification - an agreement between two parties not to hold one of them liable for future legal action or fines.

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Risk Management 15
Tax Compliance

l California:

l FTB 199 or 199N (Annual)
l Statement of Information (SI-100); (Biennial)

l IRS:

l 990, 990EZ, 990-PF or 990N (Annual, Public)
Franchise Tax Board: Annual Filing Form 199 or
199N;

l Consequence

l Increasing scrutiny of boards and staff
l Unrelated Business Income Tax (UBIT)
l Audit

Recruiting Leaders

l A responsibility of board members is to identify future
leaders

l Don’t forget to ask prospective leaders to join our
efforts.

l The leadership development committee (nominating)
plays a key role, but so does every board member

l Committees may be a source of future leaders

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Executive Officers

l The officers have special duties described in the bylaws
l The officers make up the Executive Committee
l The Executive Committee does not usurp the authority

of the board but may meet in between meetings of the

board as needed.

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Role of the President*

l Presides over all meetings of the board or
membership

l Interfaces with the Executive Director and senior
staff

l Appoints committees in accordance with bylaws and
policy

l Orchestrates and leads board meetings

* Sometimes called Chair of the Board

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Role of the Vice President

l Serves in the absence of the President
l Performs such duties as identified in the bylaws or

assigned by the President
l Automatically succeeds to the Presidency
l May monitor progress of the Strategic Plan

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Role of the Secretary

l Oversees the custody of all corporate
records, except financial records

l Monitors the accuracy and timely distribution
of meeting minutes

l Performs such duties as identified in the
bylaws or assigned by the President

l Chairs Bylaws Committee

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Role of the Treasurer

l Oversees all funds, financial records and
resources

l Oversees preparation of annual budget; and
approval by the board

l Reports on the financial status at board
meetings

l Oversees tax filings
l Performs such duties as identified in the

bylaws or assigned by the President

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The Executive Committee

l May meet to conduct business between
board meetings

l Exercises powers of the board between board
meetings, with some exceptions

l Actions are reported to the board at next
meeting

l Keeps record of action and recommendations
in writing

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Committees

l Opportunities to engage members

l They identify potential leaders

l Committees help the board get work done

l They serve as a way to serve the interests of
subgroups of members

l Committees can produce work products and
member benefits

l Committees must be aware of risk avoidance;
keep minutes.

l Aligned with strategic goals and strategies
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Committees

l Standing – Identified in the bylaws
l Task Forces – Appointed for short term assignments

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Board Meetings

l Usually 4 meetings per year
l All directors are requested/expected to

attend
l Read to lead; directors prepare for meetings

in advance
l Purpose is to conduct board business, not to

perform committee or staff level work
l Input to the meeting agenda is welcomes in

advance

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Board Meetings

l The Agenda

l Prepared with the input of President and staff,
with consideration of current issues, member
needs and pending business

l If you have items you would like to see added to
the agenda, provide to President or Executive
Director at least one month in advance

l Agendas mailed two weeks before meeting

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Board Meetings

l Minutes
l Minutes are a legal record of the meetings and must be approved
at the subsequent meeting
l They are not a record of conversations, but rather of formal
actions taken
l Audio recordings should not be retained

l Rules of Order
l Procedural rules are used to maintain order
l All persons must be recognized by the chair before speaking
l Time limits may be set on certain topics
l Know the basic rules of order to be sure motions and procedures
are understood

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Financial Responsibilities

l Board reviews and accepts financial reports
l Board approves budget
l Board reviews audit report and year-end

financial statements prepared by outside
auditor
l Board views Form 990 IRS submission
annually

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The Strategic Plan

l Mission, vision and values position and
distinguish the organization

l Goals (usually 3 to 7) are core competencies of
organization

l Strategies should be fresh approaches to
advance the goals

l Tactics and action steps are the realm of
committees and staff

l Plan is realistic, based on capacity

l Spans a period of 3 to 5 years 29

Homework

l Board Development

l Email Resumes, Determine Mission, Vision &
Values

l Strategic Planning

l Find your connections

l Organization Performance Excellence

l Accountnting, Legal Research, Ongoing
Consulting

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Questions?

Deionna L. Gipson, MBA, MPA 31
CEO
Beauty and Brains LLC
562-659-0950
www.beautyandbrainllc.com
[email protected]