From disengaged members lacking the proper skill sets to missed opportunities for incorporating technology, issues pop up far too often among members. For every role on a board, these common issues create limitations and, ultimately interfere with moving an organization’s mission forward.
On February 15, Janet Ramey, Principal in the Audit Services group of Brown Smith Wallace, discussed how to get the most out of a board, including traits of valuable members, necessary content to make a meeting effective and how to carry out fiduciary responsibility. During the event, Ramey, who is principal of the Brown Smith Wallace not-for-profit industry groups, provided some best practice guidelines for running an efficient board.
- Governance Responsibility. Every member needs to be accountable and responsible for their actions, following established rules and laws. In addition, groups need to respond to changing conditions and customer interactions as they occur. Also, members need to engage in consensus oriented decision-making to develop, agree and support all acceptable resolutions in the best interest of the group.
- Board and Committee Structure. The board and committee structure should operate as follows:
- Board: Ultimate authority and delegation for final decision-making.
- Advisory: Non-authoritative outside resources who have expertise to provide guidance to the board when needed
- Committees: Executive, finance, program, audit and personnel. Skill sets and diligence in all efforts is important here
- Task Force: For periodic needs that require more in-depth support than normal day-to-day operations
- Member Qualifications. A potential member should demonstrate loyalty, care and obedience with honesty and high integrity. If these are met, consider these additional qualifiers as follows:
- Skill: Identify skills the organization needs and the individual can provide.
- Availability: Check to ensure they can fit recurring meetings in their schedule.
- Passion: With over 55,000 not-for-profit organizations in Missouri and over 16,000 in the St. Louis Metro area alone, it’s important to know why they want to serve your specific board. If they have passion for the mission, they will ultimately support all efforts as well as refer others to the organization.
- Longevity: Determine how succession has been addressed. Ensure returning members are still effective, supportive and vibrant. It’s great to have members with historical knowledge, but they need to bring fresh ideas at the same time. Consider a rotation policy and active recruitment.
- Effective Orientation. A board’s executive director should schedule a meeting in order to get to know everyone. Bring another board member who has common interest and provide a list of expectations to discuss. In addition, develop an orientation manual with the following content:
- Welcome letter
- Board, committee and key management directory with contact information
- Key corporate documents such as current articles of incorporation, bylaws, tax-exempt letter, code of ethics, organizational chart, and most importantly, request for donation
- Pre-Meeting Tasks. It’s essential to have an efficient and on-task meeting agenda. The agenda should contain elements of consistency such as a welcome, group prayer or mission moments, items calling for a motion and so forth.
- Meeting Considerations. When it comes to the actual meeting, the following items need to be feasible for both the organization and the board involved:
- Venue: Determine if it will be a recurring conference call or live meeting. There is value in face-to-face meetings versus a conference call, but it ultimately needs to work for the group. If it’s a conference call, ensure everyone is set up for call-in capability. If it’s a live meeting, ensure there is ample room and acoustics.
- Advanced Scheduling: Recommend planning for the entire year and communicate to all standing committee and board meetings at the beginning of the year
- Consistent Time: Avoid moving or cancelling unless absolutely necessary
- Frequency: Follow a consistent schedule—quarterly, bi-monthly or monthly. Committee meetings may occur more often since the majority of the work falls here.
- Length: Stay on schedule.
- Agenda/Content: If running short on time, present agenda questions and reports to help stay on track and then request motion to approve.
- Open versus closed meeting: Sensitive discussions may call for limited participants outside of the board members. If possible, communicate this in advance so members can prepare.
- Meeting Minutes. Include date of meeting, who is meeting, attendees, guests and copy of full board meeting packet. For each item on the agenda, there needs to be a brief summary of the action taken, specifically pertinent discussions relating to a decision. It’s important to determine when the next meeting will occur. This shows a clear trail of board decision-making and execution of governance responsibilities under duty-of-care.
The importance of having an engaged and committed board governance structure enhances the effectiveness of meetings. Click here to request our Board Manual Contents Overview ,and join us for Part 2 of our NPO Speaker Series event, “Board or Bored?” on Wednesday, 4.26 in Creve Coeur and Thursday, 5.4 in St. Charles to learn more on governance issues and helpful tools.
For more information on not-for-profit organizations, please contact Janet Ramey at 636.754.0231 or firstname.lastname@example.org.