association of state floodplain managers...4 one of the board's foremost responsibilities is to...

$: Association of State Floodplain Managers...4 One of the board's foremost responsibilities is to secure adequate resources for the organization to fulfill its mission. ASF\ M’s 2012$
Board Orientation Webinar August 2012

www.floods.org

Association of State Floodplain Managers

© Association of State Floodplain Managers, Inc.

Overview Governance (Roles and Responsibilities) Organization Constitution/Bylaws/Policies & Procedures Meeting Management

2 © Association of State Floodplain Managers, Inc.

Ten Basic Responsibilities of Boards as a Whole

Determine mission and purpose Select the Executive Director Support and evaluate the Executive

Director Ensure effective planning Monitor, and strengthen programs and

services


Presenter

Presentation Notes

It is the board's responsibility to create and review a statement of mission and purpose that articulates the organization's goals, means, and primary constituents served. This can be found in the ASFPM Strategic Plan. Boards must reach consensus on the Executive Director’s responsibilities and undertake a careful search to find the most qualified individual for the position. It is important to understand that from an oversight perspective, the Executive Director is responsible for overseeing all staff of the association while the ASFPM Board of Directors essentially “supervise” the Executive Director only. The board should ensure that the Executive Director has the moral and professional support he or she needs to further the goals of the organization. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals. There are two ways this is done, ASFPM has a five year “Strategic Plan” and then there are annual Goals and Objectives developed. The Goals and Objectives for the current fiscal year were developed and passed by last year’s Board on the Saturday meeting at the beginning of the annual conference. The board's responsibility is to determine which programs are consistent with the organization's mission and monitor their effectiveness. How is this done? A few ways. First, the Board acts as “eyes and ears” in the greater membership community and should provide feedback to the Executive Office on programs and services. Second, during both strategic planning and in development of annual goals and objectives, the Board has the opportunity to discuss and present ideas for improving, expanding, continuing or discontinuing programs and services.

Ten Basic Responsibilities of Boards as a Whole

Ensure adequate financial resources Protect assets and provide proper

financial oversight Build a competent board Ensure legal and ethical integrity Enhance the organization's public

standing Richard T. Ingram, Ten Basic Responsibilities of Nonprofit Boards, Second Edition (BoardSource 2009).


Presenter

Presentation Notes

One of the board's foremost responsibilities is to secure adequate resources for the organization to fulfill its mission. ASFPM’s 2012 budget is approximately $2 million. Revenue for ASFPM operations come from four primary sources: Membership, Certification, Annual Conference, and Projects. Roughly each of these are one quarter of the annual budget. ASFPM also has cash reserves – it used to be an operational goal that we would have at least two years of budget in cash reserves so we could weather recessions, etc. Currently we have approximately one year reserve. Of the four sources the Board has direct control over setting membership dues and certification; however, certification fees are set on the advice of the Certification Board of Regents. Conference fees are set by the Executive Office based on evaluation of competing conferences of similar organizations as well as the upcoming financial picture in general and there has been a project goal established by the board that projects should, at a minimum pay for the projects section. The board must assist in developing the annual budget and ensuring that proper financial controls are in place. This is done through setting annual goals and objectives and then funding those by establishing an annual budget. This is done in the spring, before the conference, and the Board votes on the new budget at the Saturday board meeting before the conference begins. All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance. The board is ultimately responsible for adherence to legal standards and ethical norms. The board should clearly articulate the organization's mission, accomplishments, and goals to the public and garner support from the community. OK, who can recite the ASFPM mission statement?

http://www.boardsource.org/Bookstore.asp?Item=112

Individual Board Member Responsibilities

Attend all board and committee meetings and functions

Be informed about ASFPM’s mission, services, policies and programs

Review agenda and materials prior to board and committee meetings

Serve on committees or task forces Inform others about the organization


Presenter

Presentation Notes

Each of you should strive to make sure you are aware of ASFPM’s services, programs, etc. Of course an easy way to do this is keeping up with News and Views and Insider. Also, there are meetings, calls, etc. In the past, when you hear of ASFPM committees, most of them are policy committees and not committees of the board. We have traditionally had ad-hoc board committees to do certain things (such as the long term financial workgroup). All of you collectively are the cheerleading squad for ASFPM. It is important that you be aware of what we do and let other folks know about it.

Individual Board Member Responsibilities

Suggest future board nominees Keep up to date in the field of FPM Follow conflict-of-interest and confidentiality

policies Refrain from making special requests of the

staff Make a personal financial contribution

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Presentation Notes

I want to touch on a couple of these briefly. It is incumbent on all of us as leaders in ASFPM to be actively recruiting for ASFPM. There is no conflict of interest to actively recruit board members, it is our responsibility. In terms of working with Executive Office staff, the point here is to not use your position to lean on staff related to a special request. No doubt many of you have personal relationships and that is good. Just use some common sense with this. In the past, the ASFPM Board has had to deal with issues relating to staff and board members having conversations and discussions about Executive Office personnel issues and/or conflicts between board members and staff – this is not appropriate. The proper protocol for these interactions is for the Board Member to take the issue or concern to the Chair and similarly the EO staff member should take their concern about a board member to the Executive Director. Then the Chair and Executive Director will handle it from there. Finally, leaders in organizations put their money where their mouths are. Consider contributing to the ASFPM foundation.

Three Broad Legal Obligations

Duty of Care Duty of Loyalty Duty of Obedience

Bruce R. Hopkins, Legal Responsibilities of Nonprofit Boards (BoardSource 2003).


Presenter

Presentation Notes

Under well established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. The duty of care describes the level of competence that expected of a board member, and is commonly expressed as the duty of “care an ordinarily prudent person would exercise in a like position and under similar circumstances.” This means that a board member owes the duty to exercise reasonable care when he or she is making a decision as a steward of the organization. The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization. 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.

http://www.boardsource.org/Bookstore.asp?Item=112

Additional responsibilities for ASFPM Board Members can be found in the

ASFPM Bylaws: Responsibilities, Rights, and Obligations of Members. Specific duties are identified for the Board as a

Whole, Officers, Regional Directors, Chapter Directors


Presenter

Presentation Notes

As all of you were made aware, a link was sent to members with election ballots to the specific bylaw sections explaining board members duties.

Organization – ASFPM Board Four officers: Chair, Vice Chair, Secretary,

Treasurer. These positions must be ASFPM members who are also state employees

Balance of Board can be any ASFPM member in good standing and subject to the geographic limitations of the specific board position

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Presentation Notes

ASFPM is a 501c3 organization.

Organization – Other Boards Three Boards:

• ASFPM Board of Directors • Certification Board of Regents (CBOR) • ASFPM Foundation Board of Trustees

ASFPM Board of Directors has ultimate authority, but relationships are different • CBOR: Charter, bylaws, goals/obj. Budget

within ASFPM annual budget • Foundation: Charter, bylaws, goals/obj. Own

budget. Foundation a separate 501c3


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Presentation Notes

Within the ASFPM there are actually three boards.

Organization – Committees Committees of the Board can be either

standing or ad hoc. Current committees: • Long-term Finance (ad hoc) • By-Laws (ad hoc) • Chapter Issues (ad hoc) • Higher Education (ad hoc)


Presenter

Presentation Notes

Executive Director Chad Berginnis

Science Services Alan Lulloff

Jeff Stone Jason Hochschild

IT Manager Jason

Schneeberger

Policy & Partnerships

Katrien Werner

Technical Editor

Sam Riley Medlock

Director Emertius National Policy

Larry Larson Associate Director, Operations

Ingrid Danler

Training & Chapters

Finance & Accounting Bob Geenen

Conferences & Special Events

Diane Brown Chad Ross

Certification

Kevin Currie Member Services

Anita Larson Nancy Dunham

Kait Laufenberg

Association of State Floodplain Managers Organization Chart

August 2012

ASFPM Board


POCs – Executive Office

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Program/Area POC Science Services (Projects) Alan Lulloff [email protected] CFM Program Anita Larson [email protected] ASFPM Website Jason Schneeberger [email protected] Chapter Issues Kait Laufenberg [email protected] Training Kait Laufenberg [email protected] ASFPM Foundation Sam Medlock [email protected] or Diane

Brown [email protected] Annual Conference and Events Chad Ross [email protected] National Policy Issues Larry Larson [email protected] or Sam

Medlock [email protected] or Chad Berginnis [email protected]

Board Travel (Booking) (Reimbursement)

Kevin Currie [email protected] Bob Geenen [email protected]

General Membership Questions

Kevin Currie [email protected]


mailto:[email protected]














Constitution The constitution depicts general rules by

which the ASFPM will operate and has brief restrictions, powers, and duties of its officers and board members. Constitutions often describe the belief system, founding or guiding principles and moral direction of the organization. Established and amended by members. • Article III. Purpose • Articles V and VI. Officers and Board • Article IX. Amendments


Presenter

Presentation Notes

The ASFPM Constitution contains important foundational information about the basic organizational structure of the ASFPM. The purpose statement includes a statement that we are a non-profit organization, contains important elements that are in our Mission, and makes statements related to lobbying (including prohibitions on what the ASFPM can do. It is difficult to amend the ASFPM Constitution and it is a multi step process including petition, discussion, selection of constitutional delegates and a vote by the constitutional delegates.

Bylaws Bylaws are more specific rules for

operations and governance. Bylaws must following state, federal and Internal Revenue Service regulations. Areas addressed include board membership including powers and duties, meeting procedures, voting procedures, and state chapter formation. Established and amended by vote of ASFPM Board of Directors.


Policies, Procedures/ Guidance (PPG)

Policies are broad statements of direction on particular issues.

Procedures/Guidance represent an implementation of policies and should evolve over time as new tools emerge, new processes are designed, and in response to internal or external environmental changes. • External PPGs established and amended by

Board. Internal PPGs established and amended by Executive Office.


Presenter

Presentation Notes

The Executive Office has made some progress on policies and procedures standardization and format. It is important to realize that there are policies and procedures established by the board and those established by the Executive Office. For example, policies and procedures related to our library

External PPGs ASFPM Awards Financial

• Investment • Budget

Coordination and Partnership with other Organizations

Goal / Objective Development (Circle of Life) White papers and technical bulletins


Example – Annual Goals and Objectives Development


Internal PPGs Financial

• Internal controls • Reimbursement

Office Administration • Timekeeping, Professional Leave

Projects and Project Management • Subcontractor agreements

Conference and Events


Example – ASFPM Leadership Travel to Chapter Meetings

Small budget annually for ASFPM leaders to go to Chapter meetings

Invite usually to Chair, Vice Chair, or EO leadership

Decision to go based on number of factors including role, responsibility, strategic interest

Chapter must pay for event registration and lodging, ASFPM pays for getting to and from


Meeting Management General Meeting Management Tips

• Have an agenda • Have a meeting leader responsible for

conducting meeting and sticking to timeframes • Stick to the timeframe of the meeting, check

with the attendees to see if meeting can run long

• Use good procedures for voting or decision making. Let attendees know in advance what methods will be used

• Follow-up promptly with notes or minutes


Meeting Management Board of Director’s Meetings

• Governed by Roberts Rules of Order • Abbreviated list of motions in the Bylaws

General Guidelines • You must first obtain the floor (the right to speak)

by being recognized by the Chair • Debate can not begin until the Chair has stated

the motion or resolution and calls for discussion


Meeting Management General Guidelines

• Debate should be ended prior to voting • No member should speak twice to the same

issue until everyone else wishing to speak has spoken to it once

• All remarks must be directed to the Chair. Remarks must be courteous in language and deportment - avoid all personalities, never allude to others by name or to motives


Example – Debating a Decision Item, No Amendments

1. Chair introduces decision item on the agenda 2. Chair introduces motion by stating “I’d entertain a

motion to ...[read motion]” Then another board member makes the motion by saying “So moved” or “I’ll make that motion.” The motion language will be on the agenda

3. Another board member seconds the motion 4. Chair recognizes staff to provide report on issue

(if applicable) 5. Chair recognizes board members to debate the

motion


Presenter

Presentation Notes

Now there are several ways to do these, but we thought it would be helpful to give the necessary language so that you can have an effective and compliant debate! Under item #2 – where the initial motion is made – there are a few ways this can occur: 1) There could be a motions list that is approved by the board before the decision items are discussed, basically the board approves and seconds an entire list of motions. But since the ASFPM board has relatively few decision items in any given call, another effective way is for the Chair, after introducing a decision item to say “I’d entertain a motion to . . . . [Read Motion]. After which a board member would respond “So move.”

Example – Debating a Decision Item, No Amendments

6. Chair recognizes outside witnesses (non-board members) to speak

7. Board member says “I call the question” or “I move to the previous question” to end debate

8. Chair remarks “is there any objection to the calling of the question”

9. If no objections, Chair calls for a voice or roll call vote. If there is an objection, debate continues or chair can call for a vote (2/3) to end debate

10. If Board approves, Chair remarks “Motion is approved”


Presenter

Presentation Notes

Probably the two other decision items that will come up is to amend a motion

Example – Amending a Motion • A motion must be on the floor • Board member says “I move to amend the motion

by . . . [state amendment]” • Amendment must be seconded • Chair states the amendment precisely • Debate on amendment occurs • Debate is closed and a vote on the amendment is

taken • Then debate must be closed on the original

motion as amended • Vote on original motion as amended is taken


Example – Tabling a Motion The way to put something aside temporarily is to move that the matter be laid on the table • During debate, a board member would say “I

move to lay the present motion on the table” • The Chair would immediately call for a vote. A

majority affirmative vote would result in an issue being tabled

• Later during that session or at another session, a motion must be made to remove the decision item from the table

• The chair would immediately call for a vote and the item could be then debated and voted on


Presenter

Presentation Notes

Probably the two other decision items that will come up is to amend a motion

association of state floodplain managers...4 one of the board's foremost responsibilities is to...

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