The Perfect Board:

Role of Staff

Implement the Direction Set by the BoarEmpowered to make financial decision as set in

the framework of the budgetKnows and implements policies as set by the

boardMaintain and be the voice of history for the

organization gently reminding board of Polices & Bylaws to guide them in decision making

May be to take minutes and notes of meetings

Role of Staff is NOT

Micro managed decision makingQuestion decisions made

Role of the Board of Directors

Questions to Ask Yourself

Am I committed to the mission of the organization?

Can I contribute the necessary time to be effective?

Am I comfortable with the approach to fundraising?

Can I place the organization’s purposed and interests above my own professional and personal interests when making Board decisions?

Responsibility of Directors

Must know and understand the mandate of the organization

Must be familiar with those whom they serve (i.e. the members)

Must be transparent in their operationsMust develop appropriate policies and

proceduresMust avoid conflict of interest

Responsibility of Directors

Must be fiscally responsibleMust implement assessment and control

systems (i.e. for finance, strategic planning)Must plan for succession and the diversity of

the Board

Duty of Care

Directors’ fiduciary duties can be divided into two main branches:

a) the duty of care; and,b) the duty of loyalty.

The duty of care imposes on directors a duty ofcompetence or skill – i.e., a requirement to act with

acertain level of skill; and a duty of diligence. The

dutyof skill and diligence must be performed to a certain“standard of care”.

Duty of Loyalty

The duty of loyalty requires that a directoract honestly and in good faith in the best interests of the corporation. Among other

implications, it means that a director is not allowed to profit from his or her office (the

“no profit rule”) and must avoid all situations in which his or her duty to the

Corporation conflicts with his or her interests (the “no-conflict rule”).

Conflict of Interest

An apparent conflict of interest occurs when the answer to the following question is

"yes":

Would a reasonably informed person perceive that the performance of the director's duties and responsibilities could be influenced by

their financial or material interest?

Conflict of Interest

Occurs when:a board member diverges from the

Chapter’s professional obligations to a private interest involving actions that are determined by personal or financial gain

a board member acts in a position of authority on an issue in which they have

financial or other interests

Examples: Conflict of Interest

Directors could be in conflict of interest if they offer services to the chapter on whose board they serve even if the charge for these services is at or below the market value.

A board member who has cheque writing/signing authority is responsible for paying invoices from a relative or business partner even for legitimate services

The chair of a chapter event or the Chapter Board receives complimentary registration/hotel for an event

Executive committee is chapter nominations committee

Liability of Directors

Directors are responsible for breaches of their fiduciary duty to the corporation. They can be held personally liable for breaches of statutory provisions that

impose responsibility on them as directors.

Directors are liable for the crimes that they commit themselves, even if committed

while executing their responsibilities as a director.

Liability of Directors

Directors are usually not personally responsible for the contracts they sign on behalf of the organization as long as they

have the legal right to do so.

Liability of Directors

Directors can be held personally responsible for scenarios that include unsafe venues, the

inappropriate actions of volunteers (for example, libel and slander in an

organization’s communication vehicle, such as a newsletter or website), or the

inappropriate use of organizational funds.

Liability of Directors

Directors can be held personally responsible for acting outside their authority, for

example, by signing contracts when they are not empowered to do so.

They may also be held responsible for the improper use of member record information.

Role of the Board

Communicate. Listen. Seek to understand before you seek to be

understood. Speak! Don’t be afraid to be understood. Question? This leads to greater understanding and

better decisions.Make decisions based on situation not

personality; avoid all appearance of conflict of interest

Role of the President

The President is the facilitator. They do not control the discussion or mandate policy. The

main role is to ask questions and listen.They are the official spokesperson for the

chapter, unless they choose to designate someone else.

President

The President shall serve as chairman of both the Board of Directors and the Executive Committee. The President shall also serve as a member, ex-officio, with right to vote on all committees except the Nominating Committee.

At the Annual Meeting and at such other times, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and increase the usefulness of the Chapter.

The President shall perform such other duties as or as may be prescribed by the Board of Directors.

Role of Board Members

Keep the best interests of the membership and of the organization in mind.

Support decisions once they are made. Your time for questioning is during the meetings.

Be fiscally responsible.

Bylaws

You have one set of Bylaws as written by MPI International – Chapter Minimum Bylaws

These are the rules by which you operate, your “constitution”

Bylaws

Bylaws govern: What you are called (i.e. MPI Orange County Chapter) Where you operate (state/province/country) What your objectives are Who can be a member and member responsibilities

Bylaws

Bylaws also govern: Meetings Voting

Quorum Procedure

Elections Your governance structure

Board of Directors Executive Term of office Removal of Board members

Bylaws

Specific Committees Nominations Finance

Financial Operations Dissolution of the organization

The Only Reason to have a Board Meeting is:

To set Policy for the Association

Board Meetings Should:Be no longer than 1 hour in lengthShould be strategic in natureAll “action” should be made in the form of a

motion and submitted in writing 1 week prior

The Perfect Board: