Discover how to make your Board of Directors a dynamic, supportive group of volunteers. This webinar cover the basics of the book The ABCs of Building Better Boards. It will motivate and inspire volunteers and staff to raise the bar for performance for the Board of Directors.

1. Best Practices of Best Boards
Governance Responsibilities
Presented by Jean Block
Jean Block Consulting, Inc.
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2. Governance Overview
 The Board is ultimately responsible for setting the
organization’s strategic direction.
 The Board is ultimately responsible for effective and
efficient governance of the organization.
 The Board is ultimately responsible for ensuring the
organization operates to serve its mission and purpose.
 The Board supports the organization by making an annual
financial contribution and actively engages in fundraising.
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3. Legal & Fiduciary Responsibilities
 Duty of Care: Board members should act in good
faith with the care that an ordinarily prudent person
would exercise under similar circumstances. (The Board
speaks with one voice and respects the wishes of the
majority/The Board is educated and prepared).
 Duty of Loyalty: Board members must put the
interests of the organization first, above personal or
professional interests (conflict of interest issues).
 Duty of Honesty: Board members must act in
accordance with the organization’s stated mission and
applicable laws. (Also bylaws issues).
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4. Sarbanes-Oxley Implications
 Adopted in 2002 for publicly-held corporations.
 Some factors apply to all corporations:
 Whistle-Blower Policy
 Document Destruction and Retention Policy
 10/03 White Paper by Board Source and
Independent Sector.
 Many recommendations adopted in newly
revised IRS Form 990.
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5. New IRS Form 990
 Phased in:
 $1 Million and above for 2008 fiscal year
 $500K for 2009 fiscal year
 $200K for 2010 fiscal year
 Less than 200K - 990EZ
 Less than $25K – 990N
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6. 990 Governance Oversight
 Huge implications for nonprofit governance.
 Perceptions and Implications of Disclosures.
 Conflict of Interest – Relationships
 The Board should review and discuss in detail.
 Board Listed.
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7. Be Prepared!
 www.BoardSource.org:
 http://www.boardsource.org/dl.asp?document_id=558
 www.IRS.gov:
 http://www.irs.gov/charities/article/0,,id=185561,00.html
 www.guidestar.org
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8. Best Practices of Best Boards
Board Performance
Evaluation
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9. Annual Self-Evaluation
 Assess individual member performance.
 Assess full Board performance.
 Assess Governance performance.
 Assess Fiscal Management.
 Assess HR Management.
 Assess Board Administrative Management.
 Use as Tool for Strategic Planning.
 Tool: Exploration – Management by
Assessment. Visit
www.socialenterpriseventures.com
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10. Best Practices of Best Boards
Management Tools
The ABCs
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11. A. Start at the Beginning
 Question: What makes the wheels
come off the Board Bus?
 Answer: Almost always - lack of
clarity, honesty and consistency in
recruitment.
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12. A. Get the Right People on Board
 Ensure a Consistent Message About
Expectations, Roles and
Responsibilities
 Recruitment Packet:
 Time requirements in detail.
 Talent – serve on Board committees.
 Treasure – make annual contribution.
 Roster, annual report, financials, etc.
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13. A. Get the Right People on Board
 Develop a Strong Nominating
Committee…Business as usual, or:
 Standing committee of the Board.
 Chaired by president-elect, past
president, or seasoned member.
 ED serves as advisory member.
 Include at-large members.
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14. Nominating Committee Tools
 Matrix
 What skills are needed?
 When are they needed?
 Who? Brainstorming.
 Relationship to organization?
 Plan to recruit.
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15. Nominating Committee Tools
Job Description
 Title, Reports to, Role, Term.
 Time Expectations: attend all board meetings,
participate actively in a committee, attend retreats, special events, etc.
 Obligations: Support the mission, make annual contribution,
monitor financial performance, develop strategic direction, ensure
regulatory requirements are met, advocate for the organization, abide
by the duties of care, loyalty and honesty, etc.
 Be Specific!
 Download a sample at www.jblockinc.com
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16. B. Managing the Best Board
 Orientation Required for New Board
Members
 Governance and fiduciary duties.
 Budget and financials (Form 990).
 Strategic plan.
 Mission, vision and core values.
 Policies and procedures.
 Conflict of interest.
 Connection!
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17. B. Managing the Best Board
 Annual Planning Retreat
 Review mission, vision, core values.
 Assess current plan.
 Long term vision = 12 month plan of
work.
 Focus forward, build consensus.
 Develop action plans with accountability
and time lines for achievement.
 Team building and fun!
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18. B. Managing the Best Board
 Keep the Annual Plan Alive
 Written reports at every meeting.
 Progress within goals.
 Issues requiring Board action or
discussion with documentation.
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19. B. Managing the Best Board
 Establish Effective Committees
 What is required to achieve the annual
plan of work?
 Action plans shared with full Board.
 Assess progress at every meeting.
 Sunsets.
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20. B. Managing the Best Board
 Keep the Right People on the Board
 Term Limits.
 Average is 3 yrs, renewable once.
 Retire to Advisory or Emeritus Status.
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21. B. Managing the Best Board
 Board Commitment Letter
 Restate job description.
 Sign annually.
 Make financial commitment.
 Escape clause: I agree that if, at any time, I am
unable to fulfill the commitments as a member of the
board of directors, I will give notice of my resignation
to the president of the board.
 Download a sample at www.jblockinc.com
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22. B. Managing the Best Board
 Hold Effective Meetings
 Send agenda, minutes, financials,
reports prior to meeting.
 Delegate committee work to committees.
 Use Robert’s Rules.
 Stick to the agenda.
 Begin and end on time!
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23. B. Managing the Best Board
 Deal with Unproductive Board
Members
 You get what you accept and what you
reward!
 Term limits.
 Commitment letters.
 Keep performance expectations high.
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24. C. Recognize, Reward and Thank
 Timely and Meaningful!
 One size does not fit all.
 Tangible.
 Intangible.
 Include their supporters and
stakeholders.
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25. Resources
 The ABCs of
Building Better
Boards©
 Order at
www.jblockinc.com
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26. More Resources
 www.boardsource.org
 www.independentsector.org
 www.guidestar.org
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27. Thank You!
 Thank you for attending this webinar!
 Contact me:
 www.jblockinc.com
 505.899.1520
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