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Boards. Board Titles. Board of Directors Mainly in the commercial sector & non-profit sector Board of Trustees Mainly in the public sector Park Commissioners Mainly in the public sector Advisory Councils All sectors. 3 Types of Boards. Independent Semi-Independent Advisory.

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board titles
Board Titles
  • Board of Directors
    • Mainly in the commercial sector & non-profit sector
  • Board of Trustees
    • Mainly in the public sector
  • Park Commissioners
    • Mainly in the public sector
  • Advisory Councils
    • All sectors
3 types of boards
3 Types of Boards
  • Independent
  • Semi-Independent
  • Advisory

3.2 million boards in the U.S.

independent board
Independent Board
  • In all 3 sectors
  • Strongest type of board
    • Ultimate authority
    • Commercial - shareholders
  • 3 basic authorities…
independent board1
Independent Board
  • 3 basic authorities…
    • Policy setting
      • Set policy to guide operations
      • Be involved in policy setting & not daily operations
independent board2
Independent Board
  • 3 basic authorities…
    • Decision making
      • Provide sound financial management
        • Adopt a budget, raise funds, ultimate fiscal responsibilities
        • Public independent boards (park districts) can assess taxes; advise & council top management
      • Hold property title
      • Select capable & effective CEO
independent board3
Independent Board
  • 3 basic authorities…
    • Oversight
      • Programs, operations, etc.
      • To advise & counsel management
      • Oversee CEO
semi independent board
Semi-Independent Board
  • Public agencies only
  • Appointed…usually by City Council or mayor

Difference between city mgr, mayor, & strong mayor?

semi independent board1
Semi-Independent Board
  • Strong mayor – council
    • Elected mayor has administrative control over city
    • Mayor has power to…
      • Hire & fire department heads
      • Act as CEO
      • Prepare & present budget
    • Council…
      • Acts as the legislative body
      • Approves actions of mayor
    • NYC, LA, Bloomington, IN
semi independent board2
Semi-Independent Board
  • City manager – council
    • Hire a professional city manager to run city
    • CM has responsibilities of the strong mayor but isn’t elected
    • Can have an elected mayor to:
      • Preside over council meetings
      • Serve as spokesperson for the community
      • Assist council in decision making and policy setting
    • Found in B-N, Charlotte, Las Vegas
semi independent board3
Semi-Independent Board
  • Authority:
    • Operating policies
    • General administration practices
  • Depends on an independent board for ultimate authority & approval and allocation of funds
  • CEO may answer to the board or mayor/city manager
advisory boards
Advisory Boards
  • Prominent in npo & public agencies
  • May serve an entire population, neighborhood, special interest
  • Examples
    • CU Special Recreation Advisory Board
    • RPA Advisory Council
    • Teen Boards
    • EDP, IU, NRPA
advisory boards1
Advisory Boards
  • May be elected or appointed
  • May be given limited powers
    • Manage its own affairs
    • Raise $$ for special projects
    • No final authority or responsibility
advisory boards2
Advisory Boards
  • Functions
    • Sounding board for community & staff
    • Do studies & special projects & make recommendations
    • Opportunities for citizen involvement
    • Advocacy when needed
      • EDP
corporate advisory boards
Corporate Advisory Boards
  • Panel of experts
    • From other corporations
    • Have specific expertises
    • Modest retainer fees
    • No legal responsibility
    • Review strategic plans, marketing plans, special issues
how to become a brd member
How to Become a Brd Member
  • Independent – elected
    • Market/Commercial sector
      • Nominating committee makes nominations
      • Elected by members/shareholders
    • Public Sector
      • Petition to run for election
    • Nonprofit Sector
      • Nominating committee
      • Vote of membership or…
      • Self perpetuating – vote of the board
        • Time, treasures, talent
how to become a brd member1
How to Become a Brd Member
  • Semi-independent – appointed
    • Public – interviews, political appointments
  • Advisory
    • Appointed
    • Some self-perpetuating
fiduciary duties1
Fiduciary Duties
  • Do what is best for the org.
    • Loyalty to the org
    • Avoid conflicts of interest
      • T-shirt bids, land development, auditing firm
      • Investing corp. funds in own company
    • Act in good faith & with honesty
    • Use good judgment
    • Obedience
      • Follow laws, bylaws, statutes, charters
operating procedures
Operating Procedures
  • Bylaws
    • Outlines basic legislative procedures
    • Each board member is responsible for knowing the bylaws
    • Includes:
      • Board membership rules
      • Board leadership info
      • Voting rights (ie. proxy, quorum)
      • Meeting requirements
        • How often, how notice is given
        • How to amend bylaws
operating procedures1
Operating Procedures
  • Board Meetings
    • Agendas
      • List every item to be presented
      • No surprises, unless an emergency
        • Add to agenda at the beginning of the meeting
      • Agendas & materials arrive 5-10 days in advance
        • Minutes from previous meetings
        • Study materials
      • Agenda topics….
slide23
Workout Company Board of Directors

2/05/13, Noon, 123 E. 4th Street

Board Meeting Agenda

  • Call to order
  • Roll call of members present
  • Reading and approval of minutes
  • Officers’ reports
      • President
      • Vice President
      • CEO
  • Committee reports
      • Finance
      • Membership
  • Old business
  • New business
  • Announcements
  • Adjournment
operating procedures2
Operating Procedures
  • Board Meetings
    • Minutes
      • Legal documents
    • Open meetings act – public only
      • Advanced meeting announcements
      • Meetings open to the public
        • Meeting defined as a majority of the board members
      • Closed sessions
board structure
Board Structure
  • Length of term
    • 3-5 years
  • # of board members
    • 5-7
  • Composition of board
    • Geographic, diversity, skill sets
board structure1
Board Structure
  • Rotation
    • @ 1/3 rotate off each year
    • # of years to be off board before coming back on
board structure2
Board Structure
  • Officers
    • President/Chair
    • Vice President/Vice Chair
    • Secretary
    • Treasurer
    • Others???
    • Not all board members need to be officers
      • 5 person board – 2-3 officers
      • 7 person board – 3-4 officers
nrpa board of trustees
70 person board

36 citizens, 34 profess.

Reps

Regions, branches, at-large

21 person board

11 citizens, 10 profess.

At-large reps

Quotas on #’s per state

IL=6

NRPA Board of Trustees

Officers: Chair of the board & vice chair (citizens); president, vice president, past president, president elect (professionals); sec & treasurer for both

Terms: 3 years, 2 max.

example
Example
  • 10 person board, 4 yr terms
    • 2010 – 2 rotate off
    • 2011 – 3 rotate off
    • 2012 – 2 rotate off
    • 2013 – 3 rotate off
  • Officers
    • Chair
    • Vice Chair
    • Secretary
    • Treasurer
  • 8 person board, 4 yr terms
    • 2 rotate on & off each year
  • Officers
    • Chair
    • Vice Chair
    • Secretary/Treasurer
example1
Example
  • 5 person board
  • 3 year terms
  • What does the board look like in terms of rotation & officers?
slide31
Task
  • Establish an advisory board for your organization including:
    • Number of board members
    • Length of term
    • Officers
    • Rotation