like the constitution of the country. filed with state to create a business. states the purpose of...
TRANSCRIPT
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Articles of Incorporation
Like the constitution of the country. Filed with state to create a business. States the purpose of the organization. States the primary activities of the
organization Can be amended but is a bigger deal
than amending the bylaws.
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Bylaws
Are like the laws that govern the country. They are how organization runs. Are the primary governance document. Should reflect the articles of incorporation by
doing what the articles state. Should define board terms, executive committee
function and make-up, and officer terms.
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Roles of the Board
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Both should be reviewed every three years.
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3 Legal Duties:
Duty of due care- must be an active participant in organization’s management and have reasonable inquiry into the operations of the organization.
Duty of obedience-must follow organization’s governing documents and all federal and state laws.
Duty of loyalty- Decisions regarding the organization's funds and activities must promote the organization's public purpose rather than private interest.
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What is the Board?
Owner of institution Governing body Planning and program evaluators Fiscal agents- manage resources effectively Fundraisers Counselors Organizational performance Assessors Ambassador and steward
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Personnel policies and rule setter Selectors and evaluators of senior staff Responsible to legally fulfill duties of
organization and Board
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The most important function of the Board is to:
Keep resources and efforts focused on the mission of the organization.
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Board members should be placed in classes so that a portion of the board rotates off each year and a new set is elected.
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What Does the Executive Director Do?
Manages day-to-day operations Supervises and evaluates staff. Carries out strategic plan. Carries out all Board policies. Serves the Board. Is a community liaison. Manages the budget. Fundraises.
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Public relations. Assess stakeholder needs. Work with board and other volunteers. Physical plant oversight.
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What does the Staff do?
Create an environment of care. Run programs and evaluate results. Manage clients or customers. Report to Executive Director: issues and
concerns, facility needs, programmatic requests, and client needs.
Stewards and PR. Perform daily tasks require to fulfill mission of
organization.
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Board interaction with staff below the E.D. should be only through committee work.
Staff reports to the Board should come through the E.D.
Board-staff or staff-board interaction without going through the E.D. undermines effectiveness of the Executive Director and other Board members
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How Should a Committee be Structured?
Each committee should have chair that oversees all aspects of the committee work .
The chair is the point person to report all committee work back to the Board.
Members of the committee should perform all work within the confines of the project and report all information back to the committee.
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Committee Roles
Created to research issues and report them back to the board
Serve at the pleasure of the board Assume oversight of the task’s that the board
has assigned They work with the E.D and staff They work with volunteers and community and
should always positively represent the organization
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They can study problems or ideas and present findings to the board
Board is still responsible for actions taken by committees, so voting is key
Work should be performed in a timely fashion Board should set deadlines for committee work Non-board members can serve on committees
but have no voting power
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Recruiting and Nominations of Board Members
Types of Board members:› CPA› Banker› Insurance Agent› Member of group represented› Attorney› Members who will perform committee work
and events› Members who can give or get
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APPLICATION FOR APPOINTMENT TO BOARD OF DIRECTORS I. Personal Information Name: Address: Home Phone: Work Phone: Cell Phone: E-mail Address: Employer: Occupation: Length of Employment: II. ExperiencePlease indicate the areas in which you feel you have skills you could contribute to the Board: ___Accounting ___Public Awareness/Marketing___ Program Development ___Investment___Human Resources/Personnel ___Legal (Juvenile court)
___Fundraising ___Strategic Planning___Social Services Programs
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Please list & describe your experience(s) as a Board member and include offices held and your contributions to the agency. Please list & describe your experience(s) in other charitable/community activities. Please list & describe your experience(s) with fundraising activities.
Please indicate how you learned of our program & why you are interested in serving as a Board member. Please write a brief statement of your understanding of mission. III. Availability Do you understand, that if selected, you will be committing to a 3 year term? ___Yes ___No Could you attend monthly Board meetings? ___ Yes___No In addition, could you serve on a committee which utilized your specific talent/interest for approximately 1 hour/month? ___Yes ___No Would you be able to attend an initial training session (1 hour) for new Board members? ___Yes ___No Would you be able to commit to participating in an annual Board retreat for strategic planning? ___ Yes ___No
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How to conduct a board meeting
Have copies of Minutes, agendas, financials, and other voting issues.
Follow Robert’s Rules of Order Table items that become consuming
until of meeting Conduct matters that require a vote at
start of meeting to ensure quorum when needed
Invite guests at the start of the meeting
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Why do we have to take minutes?
They become the official record of the business of the organization
They provide a written record of all votes and decisions
They protect the Board
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Mission Statement
It says why the organization exists. Explains the aim or purpose of
organization Defines the customer Defines the critical processes
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Vision Statement
Expresses the desired destination within a certain time frame
Provides inspiration for daily operations and strategic decisions
Says where you will be in a specified number of years
Says what you will accomplish Becomes the way to do business- post it
and live it- the culture of the organization Must believe in the statement
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Value Statement
Grounded in values and define how people want to behave with each other in the organization.
How the organization will value customers, suppliers, and the internal community.
Describe actions which are the living enactment of the fundamental values held by most individuals within the organization.
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How should an organization communicate?
Bylaws dictate how board communication should occur.
990 should be available to the board and constituents for review
With donors- through newsletters, thank you letters, annual reports, and events.
With like organizations- create committees to address issues that are common for funding purposes.
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Internal Controls
Mail Handling & date stamping Deposits & Donation Handling Check Signing & voided check handling Reconciliation Financial statement preparation and
reconciliation Accounts payable and Accounts
receivable