I recently attended a class on governance for chambers and associations with Bob Harris, CAE.
The following are my notes. It was hard to keep up with Bob, he was giving tips and best practices in a rapid-fire presentation.
Here we go!
- Conduct an annual orientation for your Board of Directors with governing documents reflected in your minutes. What a great way to protect yourself.
- Make sure they know their fiduciary responsibility – Duty of Care, Duty of Loyalty and Duty of Obedience. For a previous blog post on that subject go HERE.
- Protections of the board (4)
o D&O - Directors and Officers insurance
o Volunteer immunity
- Put your mission statement on the back of your Board of Directors tent cards at your meetings. Also, it should always be on your meeting agenda too!
- When selecting board members, he used these words in what to look for “time, talent and treasury.” I have always said “passion, intellect and money.” We’re saying the same thing!
- Average size board is 15
- Chambers typically meet once a month, he suggested try meeting every other month.
- Associations generally meet three times a year.
- What’s your tag line? Vision.Value.Voice. – not a bad start to build on!
- Ex-officio members appointed to board because of their position somewhere else - bottom line, you’re on the board or not? I am not a fan of ex-officio members and I’ve stated that multiple times on this blog.
- 2015 California law doesn’t allow non-voting ex-officio board members.
- If you send the Mayor (ex-officio member) your agenda, it just became public.
- Your 990 is your only public document.
Tips on good board governance:
- Board sets policy, staff implements that policy
- Board should be concerned on issues beyond their term.
- How many committees do you have? Committees should match up with your strategic goals (i.e. four goals, four committees).
He ended with a review of our governing documents:
- Articles of Incorporation (contract with state)
- Mission (purpose of existence)
- Bylaws (relationship to members)
- Policies (interpretation of governing documents)
- Strategic Plan (roadmap of organization GPS goals, priorities, strategy)
- Annual Budget
And a final statistic, 9% of your budget should be spent on technology based on research by (ASAE and ACCE).