The Board Matrix

1. The Board Matrix A Model for Recruiting Qualified Board Members Dr. Donald Price 2011 TRACS conference, Nashville, TN

2. Treat recruiting as a hiring process • Job Description • Qualifications • Specific Roles – The Board Matrix

3. Sample Board Member Job Description: 1 • Mission • XYZ Nonprofit’s mission is to… For more information, please XYZ’s website at www.xyz.org. • Position • The Board will support the work of XYZ and provide mission-based leadership and strategic governance. While day-to-day operations are led by XYZ’s chief executive officer (CEO), the Board-CEO relationship is a partnership, and the appropriate involvement of the Board is both critical and expected. Specific Board Member responsibilities include:

4. Sample Board Member Job Description: 2 • Serving as a trusted advisor to the CEO as s/he develops and implements XYZ’s strategic plan  • Reviewing outcomes and metrics created by XYZ for evaluating its impact, and regularly measuring its performance and effectiveness using those metrics; reviewing agenda and supporting materials prior to board and committee meetings  • Approving XYZ’s annual budget, audit reports, and material business decisions; being informed of, and meeting all, legal and fiduciary responsibilities  • Contributing to an annual performance evaluation of the CEO  • Assisting the CEO and board chair in identifying and recruiting other Board Members  • Partnering with the CEO and other board members to ensure that board resolutions are carried out  • Serving on committees or task forces and taking on special assignments  • Representing XYZ to stakeholders; acting as an ambassador for the organization  • Ensuring XYZ’s commitment to a diverse board and staff that reflects the communities XYZ serves

5. Sample Board Member Job Description: 3 • FundraisingXYZ Board Members will consider XYZ a philanthropic priority and make annual gifts that reflect that priority. So that XYZ can credibly solicit contributions from foundations, organizations, and individuals, XYZ expects to have 100 percent of Board Members make an annual contribution that is commensurate with their capacity. • Board terms/participationXYZ’s Board Members will serve a three-year term to be eligible for re-appointment for one additional term. Board meetings will be held quarterly and committee meetings will be held in coordination with full board meetings.

6. Sample Board Member Job Description: 4 • Ideal candidates will have the following qualifications: • Extensive professional experience with significant executive leadership accomplishments in business, government, philanthropy, or the nonprofit sector  • A commitment to and understanding of XYZ’s beneficiaries, preferably based on experience  • Savvy diplomatic skills and a natural affinity for cultivating relationships and persuading, convening, facilitating, and building consensus among diverse individuals  • Personal qualities of integrity, credibility, and a passion for improving the lives of XYZ’s beneficiaries

7. Sample Board Member Job Description: 5 • Service on XYZ’s Board of Directors is without remuneration, except for administrative support, travel, and accommodation costs in relation to Board Members’ duties. (Bridgestar: http://www.bridgestar.org/Library/SampleBoardMemberJobDescriptions/SampleBoardJobDescription.aspx)

8. Board Member’s Fiduciary Duties: 1 • Duty of Obedience: The directors of the Corporation must not engage in ultra viresacts – acts that the corporation, under its charter and applicable law, can not perform because such acts are prohibited or beyond the scope of the corporation’s powers.

9. Board Member’s Fiduciary Duties: 2 • Duty of Care: A director has the responsibility to be informed about an issue before making a business decision relating to the issue. • A director will fulfill the duty of care if, prior to making a decision, he or she considers all material information reasonably available to him or her. • To fulfill the duty of care, the directors of a Corporation should follow deliberate procedures and consult with appropriate committees, officers, or employees of the Corporation or other outside experts in making corporate decisions.

10. Board Member’s Fiduciary Duties: 3 • Duty of Loyalty: The duty of loyalty requires a director to act solely in the best interests of the Corporation rather than in his or her own interests, or those of his or her associates. • One important aspect of the duty of loyalty is to retain the confidentiality of information that is explicitly deemed confidential by the Corporation, as well as information that appears to be confidential from its nature or matter. • The duty of loyalty also encompasses a director’s obligation to avoid conflicts of interest. • For a director, a violation of this duty may result in personal liability for a breach of fiduciary duty. • For the Corporation, such a breach may allow a court to void the corporate transaction in which a conflict was present.

11. Personal Characteristics of a Board Member • Ability to: listen, analyze, think clearly and creatively, work well with people individually and in a group. • Willing to: prepare for and attend board and committee meetings, ask questions, take responsibility and follow through on a given assignment, contribute personal and financial resources in a generous way according to circumstances, open doors in the community, evaluate oneself. • Develop certain skills if you do not already possess them, such as to: cultivate and solicit funds, cultivate and recruit board members and other volunteers, read and understand financial statements, learn more about the substantive program area of the organization. • Possess: honesty, sensitivity to and tolerance of differing views, a friendly, responsive, and patient approach, community-building skills, personal integrity, a developed sense of values, concern for your nonprofit's development, a sense of humor. (Board Source: http://www.boardsource.org/Knowledge.asp?ID=3.369)

12. The Board Matrix • What specific roles do you need board members to fill? What are the specific qualifications for each role?

13. The Board Matrix: Common Considerations • Financial Guru(s) • Audits and Balance Sheets • Investments (Giving and Endowment) • Legal • Fund Raising • Significant donors • People who understand fundraising and are not afraid of “the ask.” • Executive Leadership Skills • Community Representation and Diversity

14. Note Regarding Specific Qualifications • Ordinarily, we recruit qualified professionals (e.g., lawyers, CPAs) to bring their knowledge of best practices (Duty of Care) to the table, NOT to provide services. Providing services for some professionals conflicts with their Canon of Ethics and places them in risk of a professional Conflict of Interest.

15. Who do you need sitting at the board table?

16. How do you go about recruiting them? • Whose job is it? • Formally, this is a job for the Board Chair. Or, if you are a denominational school, for the denominational hierarchy. Tension 1: Is it really in the best interests of the school for the President to pad the board with his or her friends? • As a practical matter, the President should participate, often guiding at least the criteria of the selection process. Tension 2: S/he will have to work with this board!

17. The Process • Recruit a pool of candidates for each seat you have open. Hint: Your committees are a good place to vet prospects. • How to recruit prospects • Candidates suggested by current board members. • Board member should be able to articulate why a particular prospect should be on the board, how they would contribute. • When approached, inform the prospect that more than one person is being interviewed for that seat, and that you would like them to apply.

18. Approaches illustrated • a) George, I'm on the XYZ College Board. Will you consider being on our board? vs. • b) George, I'm on the XYZ College Board. We are talking to a number of prospects for the board seat we have open, and you've been mentioned as a great prospect. Our recruitment process includes a number of steps, including an interview with the Board Development Committee. Would you consider putting in an application?

19. The Process: What would you do if you had a paid position open? • Advertise. Get the word out! • Make your needs known in public speeches. • When networking, ask people if they will serve.

20. The Process continued • Application • Initial Orientation • Interview

21. When you have hired a board member • Board contract, outlining mutual expectations. • Disclosure of conflict of interest • Full orientation. • Put them to work.

22. Contact Information Donald E. Price, DTh President & CEO, Oxford Graduate School 500 Oxford Dr. Dayton, TN 37321 dprice@ogs.edu www.ogs.edu