Download - Ten Basic Responsibilities Of Directors
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Caledon Chamber of Commerce
New Board Orientation
August 5, 2009
Facilitated by: Mr. John Dolbec
CEO Hamilton Chamber of Commerce
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Ten Basic Responsibilities of Directors
Determine the Organization’s Mission and Purpose
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As the designated leadership of the organization you are expected to:
Develop and approve a long term strategic plan (vision, mission, mandate, goals)Review the strategic plan annually for adequacy, accuracy, and validityDistribute the mandate widely so it is understood by the membersAssess programs and services to ensure alignment with strategic plan
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Review the Strategic Plan
Determine the organization’s strengths and weaknesses
Establish long term priorities
Establish objectives for current year
Determine capabilities and competencies requires
Provide funding
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Support the CEO and Assess Performance
Ensure that the CEOReceives frequent and constructive feedbackIs supported when board members overstep or misunderstand their rolesFeels that his/her performance is being assessed in relation to the board’s performanceIs introduced to community leaders/is invited to important social functionsIs complemented for exceptional initiativesIs encouraged to take personal and professional development for renewalReceives a comprehensive and objective performance review at least annually which focuses on the achievement of goals and objectives, mutually agreed upon in advance; to help CEO perform more effectively
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Ensure Effective Organizational Planning
To consult widely with stakeholders in the development of a long term strategic planTo translate the broad mission of the organization into objectives and goals that can be measured and accomplishedTo approve an annual business plan and budgetTo strike committees as appropriate for the implementation of the business planChair a committee/take a leadership role in a specific portfolio
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Ensure Adequate Resources
Provide adequate resources is an important board responsibility
Every board member must be a chamber member, a sponsor and a membership sales boosterEvery board member must list his/her contacts who can be helpful to the chamberRule of 3 G’s
Give, Get, or Get Off
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Manage Resources Effectively
Protect accumulated assetsManage current incomeHelp develop and approve annual budgetAuthorize an annual independent review of the financesEnsure the cash management controls are in placePurchase adequate liability insuranceMonitor the distribution of authority for financial decisions between board and staff Oversee investments
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Determine, Monitor and Strengthen the Organization’s Programs and Services
Ensure programs and services are consistent with the organizations strategic vision and missionEnsure that the programs and services are of high qualityEnsure that programs and services meet the needs and expectations of the membersSurvey to understand who participates, what are the participation trends
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Enhance the Organizations Public Standing
Board members must be ambassadors, boosters and advocates for the chamber and ensure a healthy and accurate public imageDevelop a chamber message which board members can deliver; stick to the messageIdentify the organization’s chief spokespersonNo board member should make statements on behalf of the chamber unless authorized to do so by the board
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Ensure Legal and Ethical Integrity and Maintain Accountability
Ensure adherence to all laws and regulations and ethical normsEnsure that sound personnel policies are in placeProvide your expert advice when called upon by the CEOEstablish conflict of interest and other policies to protect the organizationEnsure that all actions taken by the board are in full compliance with the bylawsEnsure an annual independent financial reviewPublish an annual report
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Recruit and Orient New Board Members and Assess Board Performance
Strike a nominating/governance/executive committeeDetermine the competencies and representations required on the boardDetermine what the ideal ‘balance’ board would look like; what competencies and representations are required?Identify gapsEvaluate the performance of the individual board members and do not nominate underperforming board membersConduct an orientation to acquaint board members with the chamber and with their role as a board memberPrepare a written job description for the board as a whole and for board members
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Role of Chair
Serves as chair at board meetingsIntermediary between board & the executive committee and chamber managementResponsible for board performanceProvides leadership to the board and executive committeeServes as the voice of the chamber on certain matters, as approved by the boardHolds the CEO accountable for the implementation of the objectives set out in the annual business planEnsures the ongoing advancement of the chamber’s vision and mission set out in the strategic planEnsures that required committees are struck and that the annual planning cycle is being followedActs as the chamber figure head at chamber events
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Role of CEO/President
Reports to the Chair and is responsible for achieving the objectives set out in the business plan and for achieving budgeted targetsIs responsible for all administrative functions of the organizationHires, manages, dismisses chamber staffSupports and resources the board and all committeesResearches issuesKeeps the Chair fully informed, particularly of unanticipated events and occurrences in key results areasResolves member related problems which impact upon the chamberResponds to the media on routine mattersMakes representations on behalf of the chamber to the media and to the public on routine matters and stand in for the ChairInterfaces with government at the bureaucratic levelProvides support to the ChairActs as corporate secretary to the board
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Statement of Individual Board Member’s Responsibility
Individual board members have no special privileges or authorities and must meet in a formal session to make decisions for the chamber
Why does the organization need a statement of individual board member responsibility?
1) To assist with the recruitment of new board members
2) To provide criteria by which the performance of existing board members can be evaluated
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General Expectations
Know the organization’s vision, mission, mandate, policiesPerform duties responsibly and honestly with due care and loyalty to the organizationSuggest suitable nominees for election to the boardAttend/support at Chamber events, membership meetings, delegations and community commitments ( fairs, parades etc.)
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General Expectations
Avoid conflicts
Serve the organization as a whole
Avoid the appearance of any conflicts that might embarrass the organization
Disclose possible conflicts in a timely manner
Maintain independence and objectivity
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Fiduciary Responsibilities
Read and understand the organization’s financial statements
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Membership development and sponsorship
Be on the lookout constantly for new members
Encourage your friends, customers and suppliers to become chamber members
Sponsor a chamber event
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Governance Principles for Non-Profit Organizations
Transparency
Fairness
Integrity
Effectiveness
Politically sensitiveA-political/Non-partisan
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Questions to Ponder