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BOARDS….WORKING WITH THEM
SUCCESSFULLY

Joy Hunter Chaillou
Joy.chaillou@ustrust.com
646-855-0783
Disclaimer

Institutional Investments & Philanthropic Solutions is part of U.S. Trust, Bank of America Corporation (“U.S. Trust”). U.S. Trust operates through Bank of America, N.A. and other subsidiaries of
Bank of America Corporation (“BAC”). Bank of America, N.A., Member FDIC. Banking and fiduciary activities are performed by wholly owned banking affiliates of BAC, including Bank of America, N.A.
Investment products:

Are Not FDIC Insured

Are Not Bank Guaranteed

May Lose Value

Bank of America, N.A. makes available investment products sponsored, managed, distributed or provided by companies that are affiliates of BAC or in which BAC has a substantial economic interest,
including BofA™ Global Capital Management. AR7K9WAQ | 08/2013
© 2013 Bank of America Corporation. All rights reserved.
For institutional use only. Distribution to Any Other Audience Prohibited.

2
Defining a successful relationship
If you want to be in a successful relationship, there are a number of things that you should do.
Love yourself - In order to have a successful relationship, you must first love yourself. It is important to have self
confidence and truly be secure with yourself or you will not be secure in your relationship.
Communicate - You can't build a strong relationship if you don't know anything about the other person. It is
essential to be willing to be completely open and honest and express how you feel to the other person.
Quality Time - It is important to prioritize your relationship, and make time for your loved one, even when things
are hectic and busy. If you don't spend enough quality time with your board members, the relationship is bound to
fail.
Friendship - Most successful, lasting relationships evolve from a close friendship.
Trust - It is essential to trust your board members, and not be suspicious of them, without trust the relationship
will go nowhere.

Source: Datehookup.com
For institutional use only. Distribution to any other audience is prohibited.

3
Tips & Resources: Actions to avoid
On the other hand, in order to have a successful, fulfilling relationship, there are some things that you should
never do Some actions may make your board member want to run for the door and not look back.
Don't Be Clingy - have independence, you don't want to call too often, or smother the other person
Coming On Too Strong - If you are too flirty or seem to aggressive at first, chances are the relationship won't work,
you need to take your time, and ease into things.
Playing Games - Games and relationships don't mix, if you play games there will be no trust in your relationship,
therefore it probably won't be successful. You should have nothing to hide.
Over Texting – Texting someone a bunch of times to tell them you had a good time or your date, or sending
random smiley faces can be really annoying, and should be off limits, only text important information, for example
you are going to be late for your date.
Source: Datehookup.com

For institutional use only. Distribution to any other audience is prohibited.

4
DEFINING SUCCESS…DO YOU KNOW WHAT YOU WANT?

5
Defining Success
Financial support
Time commitment
Collaborative partners
Supportive champions
Door openers - Facilitating introductions
Provide strategic direction
Preserve the mission
Abide by state laws and protect the reputation with sound governance practices
Ultimately supporting your efforts to build content, capital, capacity and community
What else?............

For institutional use only. Distribution to any other audience is prohibited.

6
KNOW WHAT THEY WANT?

7
Do you know who they are and what they want?
Why did they decide to volunteer for your organization?
Is there a personal connection?
Is there passion and emotional connection to your mission and impact?
Is it for professional development?
What was the value he/she thought they could bring to the table?
Did they feel like they wanted to have an impact and implement change?

For institutional use only. Distribution to any other audience is prohibited.

8
BE STRATEGIC – DO YOU HAVE A PLAN?

9
Involve the Board in your planning
Board cultivation and collaboration plan
Strategic development planning
Task force work
Brainstorming
What else…………..

For institutional use only. Distribution to any other audience is prohibited.

10
BOARD MEMBER – THE JOB

11
Legal responsibilities
Duty of Care
The duty of care describes the level of competence that is expected of a board member,
A board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the
organization.

Duty of Loyalty
The duty of loyalty is a standard of faithfulness;
A board member must give undivided allegiance when making decisions affecting the organization. - never use
information obtained as a member for personal gain
Must always act in the best interests of the organization.

Duty of Obedience
The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted
to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the
public's trust that the organization will manage donated funds to fulfill the organization's mission.
References : Bruce R. Hopkins, Legal Responsibilities of Nonprofit Boards (BoardSource 2003)
For institutional use only. Distribution to any other audience is prohibited.

12
Fiduciary responsibilities
Fiduciary duties of a Nonprofit Board Member
Protect public interest
Fulfill legal requirements
Maintain legal documents, policies, and bylaws
Maintain integrity of the organization – avoid conflicts of interest
Ensure effective leadership –
– Select and evaluate the President or Executive Director
– Select and recruit board members & officers

Source: BoardSource
For institutional use only. Distribution to any other audience is prohibited.

13
Strategic responsibilities
Strategic duties of a Nonprofit Board Member
Ensure that the Organization’s mission is being fulfilled
Define, re-examine and re-define the organization’s mission and purpose
Review the long- and short-term organizational strategic plan – set priorities
Approve policies and major financial commitments
Ensure periodic evaluation of the performance of each program
– Evaluating whether programs, services and activities still help accomplish set goals
– Asking questions – In this competitive environment, are we offering the highest quality most
effective programs and services to meet our mission related goals?
– Reviewing progress and methods used for measuring success and impact

Source: BoardSource
For institutional use only. Distribution to any other audience is prohibited.

14
Financial responsibilities
Financial duties of a Nonprofit Board Member
Ensure the viability of the organization over time
Ensure adequate funding resources are available in order to sustain the organization and its
programs

Oversee the financial operations through budget review
Draft and implement sound investment policies
Create policies that authorize and enforce accepted accounting procedures

Source: BoardSource
For institutional use only. Distribution to any other audience is prohibited.

15
Size matters
Age of the organization Nature and geographic scope
–Mission
–Activities Funding needs Larger boards
–Wide range of perspectives and expertise
–Can be unwieldy
–May delegate too much responsibility to committees Smaller board
–More active participation
–Can lack range of knowledge and experience needed

For institutional use only. Distribution to any other audience is prohibited.

16
Choosing members strategically
Diversity
Financial skills
– Budgeting and financial management
– Investing
Experience
– Organization’s programs
– Personnel
– Fundraising
– Public relations
– Marketing
– Governance
– Advocacy
– Leadership
Organizational skills
Passion, commitment and emotional connection!
For institutional use only. Distribution to any other audience is prohibited.

17
Other governing options for larger boards
Members with primary functions other than governance
– Celebrity board members
– “Society” board members
– Community leaders
Bifurcated boards
– Members designated as “governing” or “non-governing”
– Not allowed in all states
– Allowed in states that have adopted the Revised Model Nonprofit Corporation Act
Advisory boards
Executive committees
Secure legal guidance

For institutional use only. Distribution to any other audience is prohibited.

18
BOARD MEMBER – THE INDIVIDUAL, THE
PROFESSIONAL, THE COMMUNITY MEMBER

19
Orientation and On-boarding
Setting clear expectations
Roles and Responsibilities
Term limits
Financial commitment

For institutional use only. Distribution to any other audience is prohibited.

20
Developing the relationship
Acquisition
Cultivation
Stewardship
What’s your process? ……..

For institutional use only. Distribution to any other audience is prohibited.

21
Providing them with tools and information
Have you enabled your board?
Can they articulate your case for support?
What about impact – Statements and Goals?
– Can your board articulate the impact your organization has on the community?

For institutional use only. Distribution to any other audience is prohibited.

22
It’s all about passion
Why are they sitting in those seats every month?
What is the motivation for their commitment?
Have you helped your board think through articulating their personal passion statement?
Emotional connection is the key

For institutional use only. Distribution to any other audience is prohibited.

23
SUPPORTING THE CASE FOR CHANGE

24
Evaluation
Board self assessment
Board meeting evaluations
Board diversification exercise
Honest and open conversations Facilitated retreat or workshop
Exit interviews
One on one discussions
– What is the legacy the board wants to leave?
– What is their vision of the impact they can have individually and collectively?
– What is the chairwoman/man’s vision

For institutional use only. Distribution to any other audience is prohibited.

25
IN STRIVING FOR SUCCESSFUL OUTCOMES, WE ONLY
HAVE CONTROL OVER OUR ACTIONS AND REACTIONS…

26
A few last thoughts
Do not expect anyone to be responsible for your success
Make and keep clear agreements
Use communication to establish a common ground to understand different points of view
Create a mutually, collaborative agreements or plans
Approach your relationships as learning experiences
Review expectations. Try to be as clear as you can about any expectations
Be appreciative
Spend some quality time together.
Laugh!

For institutional use only. Distribution to any other audience is prohibited.

27

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Working with Boards Successfully

  • 1. BOARDS….WORKING WITH THEM SUCCESSFULLY Joy Hunter Chaillou Joy.chaillou@ustrust.com 646-855-0783
  • 2. Disclaimer Institutional Investments & Philanthropic Solutions is part of U.S. Trust, Bank of America Corporation (“U.S. Trust”). U.S. Trust operates through Bank of America, N.A. and other subsidiaries of Bank of America Corporation (“BAC”). Bank of America, N.A., Member FDIC. Banking and fiduciary activities are performed by wholly owned banking affiliates of BAC, including Bank of America, N.A. Investment products: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value Bank of America, N.A. makes available investment products sponsored, managed, distributed or provided by companies that are affiliates of BAC or in which BAC has a substantial economic interest, including BofA™ Global Capital Management. AR7K9WAQ | 08/2013 © 2013 Bank of America Corporation. All rights reserved. For institutional use only. Distribution to Any Other Audience Prohibited. 2
  • 3. Defining a successful relationship If you want to be in a successful relationship, there are a number of things that you should do. Love yourself - In order to have a successful relationship, you must first love yourself. It is important to have self confidence and truly be secure with yourself or you will not be secure in your relationship. Communicate - You can't build a strong relationship if you don't know anything about the other person. It is essential to be willing to be completely open and honest and express how you feel to the other person. Quality Time - It is important to prioritize your relationship, and make time for your loved one, even when things are hectic and busy. If you don't spend enough quality time with your board members, the relationship is bound to fail. Friendship - Most successful, lasting relationships evolve from a close friendship. Trust - It is essential to trust your board members, and not be suspicious of them, without trust the relationship will go nowhere. Source: Datehookup.com For institutional use only. Distribution to any other audience is prohibited. 3
  • 4. Tips & Resources: Actions to avoid On the other hand, in order to have a successful, fulfilling relationship, there are some things that you should never do Some actions may make your board member want to run for the door and not look back. Don't Be Clingy - have independence, you don't want to call too often, or smother the other person Coming On Too Strong - If you are too flirty or seem to aggressive at first, chances are the relationship won't work, you need to take your time, and ease into things. Playing Games - Games and relationships don't mix, if you play games there will be no trust in your relationship, therefore it probably won't be successful. You should have nothing to hide. Over Texting – Texting someone a bunch of times to tell them you had a good time or your date, or sending random smiley faces can be really annoying, and should be off limits, only text important information, for example you are going to be late for your date. Source: Datehookup.com For institutional use only. Distribution to any other audience is prohibited. 4
  • 5. DEFINING SUCCESS…DO YOU KNOW WHAT YOU WANT? 5
  • 6. Defining Success Financial support Time commitment Collaborative partners Supportive champions Door openers - Facilitating introductions Provide strategic direction Preserve the mission Abide by state laws and protect the reputation with sound governance practices Ultimately supporting your efforts to build content, capital, capacity and community What else?............ For institutional use only. Distribution to any other audience is prohibited. 6
  • 7. KNOW WHAT THEY WANT? 7
  • 8. Do you know who they are and what they want? Why did they decide to volunteer for your organization? Is there a personal connection? Is there passion and emotional connection to your mission and impact? Is it for professional development? What was the value he/she thought they could bring to the table? Did they feel like they wanted to have an impact and implement change? For institutional use only. Distribution to any other audience is prohibited. 8
  • 9. BE STRATEGIC – DO YOU HAVE A PLAN? 9
  • 10. Involve the Board in your planning Board cultivation and collaboration plan Strategic development planning Task force work Brainstorming What else………….. For institutional use only. Distribution to any other audience is prohibited. 10
  • 11. BOARD MEMBER – THE JOB 11
  • 12. Legal responsibilities Duty of Care The duty of care describes the level of competence that is expected of a board member, A board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization. Duty of Loyalty The duty of loyalty is a standard of faithfulness; A board member must give undivided allegiance when making decisions affecting the organization. - never use information obtained as a member for personal gain Must always act in the best interests of the organization. Duty of Obedience The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission. References : Bruce R. Hopkins, Legal Responsibilities of Nonprofit Boards (BoardSource 2003) For institutional use only. Distribution to any other audience is prohibited. 12
  • 13. Fiduciary responsibilities Fiduciary duties of a Nonprofit Board Member Protect public interest Fulfill legal requirements Maintain legal documents, policies, and bylaws Maintain integrity of the organization – avoid conflicts of interest Ensure effective leadership – – Select and evaluate the President or Executive Director – Select and recruit board members & officers Source: BoardSource For institutional use only. Distribution to any other audience is prohibited. 13
  • 14. Strategic responsibilities Strategic duties of a Nonprofit Board Member Ensure that the Organization’s mission is being fulfilled Define, re-examine and re-define the organization’s mission and purpose Review the long- and short-term organizational strategic plan – set priorities Approve policies and major financial commitments Ensure periodic evaluation of the performance of each program – Evaluating whether programs, services and activities still help accomplish set goals – Asking questions – In this competitive environment, are we offering the highest quality most effective programs and services to meet our mission related goals? – Reviewing progress and methods used for measuring success and impact Source: BoardSource For institutional use only. Distribution to any other audience is prohibited. 14
  • 15. Financial responsibilities Financial duties of a Nonprofit Board Member Ensure the viability of the organization over time Ensure adequate funding resources are available in order to sustain the organization and its programs Oversee the financial operations through budget review Draft and implement sound investment policies Create policies that authorize and enforce accepted accounting procedures Source: BoardSource For institutional use only. Distribution to any other audience is prohibited. 15
  • 16. Size matters Age of the organization Nature and geographic scope –Mission –Activities Funding needs Larger boards –Wide range of perspectives and expertise –Can be unwieldy –May delegate too much responsibility to committees Smaller board –More active participation –Can lack range of knowledge and experience needed For institutional use only. Distribution to any other audience is prohibited. 16
  • 17. Choosing members strategically Diversity Financial skills – Budgeting and financial management – Investing Experience – Organization’s programs – Personnel – Fundraising – Public relations – Marketing – Governance – Advocacy – Leadership Organizational skills Passion, commitment and emotional connection! For institutional use only. Distribution to any other audience is prohibited. 17
  • 18. Other governing options for larger boards Members with primary functions other than governance – Celebrity board members – “Society” board members – Community leaders Bifurcated boards – Members designated as “governing” or “non-governing” – Not allowed in all states – Allowed in states that have adopted the Revised Model Nonprofit Corporation Act Advisory boards Executive committees Secure legal guidance For institutional use only. Distribution to any other audience is prohibited. 18
  • 19. BOARD MEMBER – THE INDIVIDUAL, THE PROFESSIONAL, THE COMMUNITY MEMBER 19
  • 20. Orientation and On-boarding Setting clear expectations Roles and Responsibilities Term limits Financial commitment For institutional use only. Distribution to any other audience is prohibited. 20
  • 21. Developing the relationship Acquisition Cultivation Stewardship What’s your process? …….. For institutional use only. Distribution to any other audience is prohibited. 21
  • 22. Providing them with tools and information Have you enabled your board? Can they articulate your case for support? What about impact – Statements and Goals? – Can your board articulate the impact your organization has on the community? For institutional use only. Distribution to any other audience is prohibited. 22
  • 23. It’s all about passion Why are they sitting in those seats every month? What is the motivation for their commitment? Have you helped your board think through articulating their personal passion statement? Emotional connection is the key For institutional use only. Distribution to any other audience is prohibited. 23
  • 24. SUPPORTING THE CASE FOR CHANGE 24
  • 25. Evaluation Board self assessment Board meeting evaluations Board diversification exercise Honest and open conversations Facilitated retreat or workshop Exit interviews One on one discussions – What is the legacy the board wants to leave? – What is their vision of the impact they can have individually and collectively? – What is the chairwoman/man’s vision For institutional use only. Distribution to any other audience is prohibited. 25
  • 26. IN STRIVING FOR SUCCESSFUL OUTCOMES, WE ONLY HAVE CONTROL OVER OUR ACTIONS AND REACTIONS… 26
  • 27. A few last thoughts Do not expect anyone to be responsible for your success Make and keep clear agreements Use communication to establish a common ground to understand different points of view Create a mutually, collaborative agreements or plans Approach your relationships as learning experiences Review expectations. Try to be as clear as you can about any expectations Be appreciative Spend some quality time together. Laugh! For institutional use only. Distribution to any other audience is prohibited. 27