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The Board and The Executive. The Non-Profit Organization (or Not-For-Profit). The Perspectives. Purpose or Mission. What is the purpose of an NFP organization? How is it defined? Why is clarity important ?. The Board of Directors.

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The board and the executive

The Board and The Executive

The Non-Profit Organization

(or Not-For-Profit)

The perspectives
The Perspectives

Learning Point

Purpose or mission
Purpose or Mission

  • What is the purpose of an NFP organization?

    • How is it defined?

    • Why is clarity important?

Learning Point

The board of directors
The Board of Directors

  • Who is the constituency to which the Board is accountable?

    • Founders

    • Sponsors

    • Members

    • Clients

    • Donors

    • Community

  • How is the board elected?

    • Self perpetuating

    • By some part of the constituency

      • Owners/Sponsors/members

    • Terms

    • Size

Learning Point

The board of directors1
The Board Of Directors

  • The board has all responsibility and authority as a whole until it delegates to a committee or a manager.

  • Delegation flows from how the board decides to fulfill its responsibilities.

  • When it delegates responsibility it must also delegate authority.

  • It must retain effective oversight and accountability – this requires independence from management

  • How it does this depends on the nature of the organization.

Learning Point

The nature of the organization
The Nature of the Organization

  • The Nature of the Organization determines governance style and operating practices

    • Small with founders doing all the work

    • Small with a working board and small staff

    • Larger with a staff but still a working board – a management board

    • Larger with a governing board and strong staff leadership – strategy and policy

    • Two-tiered board

Learning Point

A continuum of board functions
A Continuum of Board Functions

  • Operations The majority of the board’s work is doing functional frontline work as the organization’s volunteers.

  • Management and operations Most board work is managing the operations of the organization but also engages in work in administration or programs.

  • Management The majority of the board’s work is managing the operations of the organization.

  • Governing and management Most board work is focused on strategy and policy, but also includes some high level management functions.

  • Governing All board work is focused on the strategic, long-term direction of the organization, including external scanning, goal and strategy development, policy development and overall performance evaluation and accountability.

Learning Point

Legal obligations
Legal Obligations

  • Fiduciary duty

  • Duty of Loyalty

  • Duty of Care

    • Duty of Supervision

      • Duty of Dissent

Learning Point

Duty of dissent
Duty of Dissent

  • Things must pass the smell test or be pursued

  • Too much harmony can be lethal

    • Culture of politeness

    • Group think

    • The fallacy of consensus

  • Culture of results

    • Confront the facts

    • See truth, be open minded

    • Dialogue and debate, not argument

    • Civility, respect and trust

    • Disagree, don’t be disagreeable

Learning Point

Legal documents
Legal Documents

  • Articles of Incorporation

  • By-Laws

  • 501 (c) (3) Qualification

  • Accreditation

Learning Point

Board responsibilities
Board Responsibilities

  • Determine the purpose of the organization

  • Provide the resources

  • Get the right people – particularly the CSO

  • Establish responsibilities and authority

  • Set goals mutually

  • Advise and consent on strategies to achieve goals

  • Align interests to achieve the goals

  • Know what is going on

  • Intervene when necessary

Learning Point

The players and their roles
The Players and Their Roles

  • The Chair: Leads the board, prime contact with the CEO

  • The Board: Governs. Time-Talent-Treasure

  • Committees: Executive, Nominating/Governance, Program, Finance/Audit, Development

  • The CSO: Management Responsibility

  • The Staff: Works for the CEO; Performs functions

    • The Development Officer – Manages fund raising

  • Volunteers: Works for the CEO, Performs functions

Learning Point

The partnership of the board chair and the chief staff officer
The Partnership of the Board Chair and the Chief Staff Officer

  • Trust

  • Role definitions

  • Avoiding unexpressed expectations

    • Clarity about goals, policies, standards of performance

  • Defining norms for

    • Communications

    • Planning

    • Problem solving

    • Resolving conflict

    • Working styles

Learning Point

The partnership of the board chair and the chief staff officer1
The Partnership of the Board Chair and the Chief Staff Officer

They need to be working together to:

  • Oversee the performance of the organization

  • Obtain resources

  • Examine high level long patterns of clients needs and organizational effectiveness, validate what they mean and determine how to react.

  • Manage the effectiveness of the Board

Learning Point

Board committees
Board Committees Officer

  • A Board does much of its work through its committee structure

  • How do committees work?

    • They have a charge or assigned responsibility

    • They have specialized expertise consistent with their responsibilities

    • They can take action, or make recommendations to the board as determined by their charge

      Governance Committees versus Working Committees

Learning Point

Typical governance committees
Typical Governance Committees Officer

  • Executive Committee

  • Finance or Budgeting Committee

  • Development Committee

  • Nominating or Governance Committee

  • Program Committee

  • Planning Committee

Learning Point

Board meetings
Board Meetings Officer

  • Frequency and length of meetings

  • Agendas

    • Consent agenda

    • Review of the situation (Reports)

  • Briefings

  • Issues and Actions

  • Planning

    Focus: More on substance and the future

    Less on minutia and the past

Learning Point

The chief staff officer
The Chief Staff Officer Officer

What does the CSO do?

  • Manages the organization consistent with the delegated responsibilities.

    • The CEO model versus the Executive Director Model

  • Is accountable to the board so must keep the board appropriately informed.

  • How is compensation determined?

Learning Point

Board s role in strategy
Board’s Role In Strategy Officer

Provide effective leadership that keeps the parts together:

  • In determining purpose

  • In hiring the right CSO

  • In determining the vision

  • In assessing the current situation and the need for change

  • In setting goals

Learning Point

Board s role in strategy ref boards that deliver by ram charan
Board’s Role in Strategy OfficerRef: Boards That Deliver by Ram Charan

  • Many directors are frustrated that a basic question about the organization’s strategy is not answered to their satisfaction.

  • At the same time many CSO’s are frustrated that their boards keep revisiting the question, even after management has gone to great lengths to answer it.

  • This leads to lost opportunities for a board to add value.

  • The source of this angst is how and when strategy gets discussed.

Learning Point

Board s role in strategy ref boards that deliver by ram charan1
Board’s OfficerRole in StrategyRef: Boards That Deliver by Ram Charan

  • Discussion of strategy, too often, takes place

    • piecemeal over a series of meetings, often at the tail end.

    • In longer meetings devoted to one-way presentations of the strategy as a finished product

    • When discussion does occur with what little time is left, there’s no clear train of thought, and seldom any closure.

Learning Point

Boards role in strategy ref boards that deliver by ram charan
Boards Role in Strategy OfficerRef: Boards That Deliver by Ram Charan

  • A process to help shape and get full understanding and agreement

    • Strategy is born from management’s analysis and creativity and presented to the board

    • The Board then probe it, question it, and offers opinions on it.

    • As the strategy is reshaped and improved, management and the Board reach a common understanding of it.

Learning Point

Board s role in strategy ref boards that deliver by ram charan2
Board’s OfficerRole in StrategyRef: Boards That Deliver by Ram Charan

  • Getting alignment on strategy includes:

    • A common understanding of what strategy is – and isn’t

    • A strategy immersion that gets directors thinking more deeply about the business and its context and creates agreement around a particular strategy

    • A strategy blueprint as a vehicle to get consensus on the company’s strategic direction

    • A strategy monitoring process to assess day-to-day performance toward the long term strategic goals

Learning Point

Determining when change is required
Determining When Change is Required Officer

  • A Shared Vision

  • Where are we now?

    • A Common Understanding of the current situation

  • Identifying emerging new trends

    • An understanding of and a commitment to the need for change – in terms of degree and urgency

      The Challenge: What needs to change?

Learning Point

Building the board
Building the Board Officer

  • What do you want?

  • How do you find candidates?

  • How do you recruit them?

  • Who elects them?

  • How do you energize them?

    “You get the board you deserve”

    Charles Bryan

Learning Point

The variables
The Variables Officer

  • Leadership

  • Competence

    • Need a diversity of talent

      • Program

      • Business – legal, accounting, administrative

      • Fund raising

      • Demographics

  • Commitment

  • Relationships

  • Agendas: What are the politics?

Learning Point

What can go wrong syndromes
What Can Go Wrong? OfficerSyndromes

Learning Point

What can go wrong people problems
What can go wrong? OfficerPeople Problems

  • Incompetence

    • Ineffective board leadership

    • Ineffective CEO

    • Ineffective Board Structure and processes

  • Attitudes and relationships

    • Entrenchment – a ruling clique

    • Politics/personalities

    • Indifference/lack of commitment

    • Lack of independence

  • Management Style and decisions

    • Micro-managing versus Governing

    • Failure to address issues

    • No clarity of purpose

    • Poor Planning and controls

Learning Point

Secrets to success
Secrets to Success Officer

  • Clarity of Purpose

  • Strong, committed constituency

  • A competent and committed board that works well together

  • A strong CEO

  • An effective staff

  • A Hedgehog Concept

Learning Point

Collin’s Hedgehog Concept Officer

From “Good to Great”







Learning Point