Building Effective BoardsWho are you?

What is your job?

What are your traits?Michelle Ammerman

Area Director - Zonta District 12, Area 2

Why do we have a board? Non-profits may be legally required to have a board Board provides leadership Advocate and Deliver services Perform administrative duties Inspire others to act Assist with fundraising efforts Further social movements

Mission

Zonta International is a global organization of executives and professionals working together to advance the status of women worldwide through service and advocacy.

Zonta District 12's purpose is to build, develop, and maintain strong clubs through support, leadership and communications in order to further the mission of Zonta International.

Board Participation Benefits You

It’s FUN Personal Satisfaction Professional Development Opportunities Learn New Skills Demonstrate Leadership Try New things and gain new experiences Enhance your career Meet new people and make new connections

What is the Role of the Board of Directors

Effective boards are strategically competent. They keep a sharp eye on the future, identify trends in the environment, and formulate responses that position their club for future success.

Boards are like parents: they need to support, encourage and inspire greatness in their “child” if the organization is to survive and thrive.

The board makes the difference between a good nonprofit and a great one, and can even make or break an organization.

Board Responsibilities

Defined by Zonta International By Laws

Defined by Club By Laws Defined by District Rules

Responsibilities of the Board

Monitor and strengthen the club's programs and services. The board's responsibility is to determine which programs are consistent with the organization's mission and to monitor their effectiveness.

Provide proper financial oversight. The board must assist in developing the annual budget and ensuring that proper financial controls are in place.

Ensure adequate resources. One of the board's foremost responsibilities is to provide adequate resources for the club to fulfill its mission.

Ensure legal and ethical integrity and maintain accountability. The board is ultimately responsible for ensuring adherence to legal standards and ethical norms.

Ensure effective organizational planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals.

Zonta International By Laws

SECTION 6. Club Board.

(a) How Constituted. Elected officers and directors of the club shall constitute the club board.

(b) Duties. The club board shall have general supervision of the affairs of the club between meetings of the club provided that none of its acts shall conflict with action taken by the club. It may act upon routine questions in carrying out established policies but shall not determine policy, authorize projects and donations, or adopt the budget. It shall perform such duties as are required by the bylaws and rules of procedure of Zonta International. The Zonta Club Manual shall serve as a guideline for club operation.

(c) Meetings. The club board shall hold regular monthly meetings unless otherwise ordered by the board. A majority of the members of the club board shall constitute a quorum.

The club board may transact its business through the use of electronic communication.

The Strategically Competent Board

Focuses on identifying or overcoming specific weaknesses of the club during its board meetings.

Is more involved in preparing for the future than in trying to put out today's fires.

Doesn't delay action until an issue becomes urgent or critical.

Periodically reviews club strategies for attaining its long term goals.

Discusses events and trends in the larger environment that may present specific opportunities for the club.

Often discusses where the club should be in five or more years hence.

Spends more than half of its time discussing issues of importance to the club's long range future.

The best boards are “Servant Leaders.”

Individual Board Member Duties Attend board meetings regularly

Become knowledgeable about the organization

Come to board meetings prepared and informed about agenda issues

Contribute to meetings by expressing a point of view

Consider other points of view, make constructive suggestions and help the board make decisions that benefit the organization’s constituencies

Serve on committees

Represent the organization to individuals, the public and other organizations in a positive and professional manner

Support the organization through attendance at special events and activities

Assume board leadership roles when asked

Suggest possible nominees to the board who can make significant contributions to the work of the board and Zonta

Keep the President informed of relevant concerns

Maintain confidentiality of board discussion

Avoid conflict of interest

Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization's annual financial statements.

Club Officers and Directors – ZI By Laws

Officers and Directors. The officers of the club shall be at least a president, vice president, secretary, and treasurer. There shall be at least two (2) directors.

Qualifications. Officers shall have experience in a decision-making capacity. To be eligible for the office of president, a member must have been at some time a member of the club board for at least one (1) year, except in the case of a newly chartered club.

Election. At the election meeting, officers and directors shall be elected by ballot unless there is but one (1) nominee for the office, in which case a voice vote may be taken. A majority vote shall elect. At the option of the club, balloting may be by mail.

Term of Office. The officers and directors shall assume office on 1 June. The officers shall hold office for at least one (1) year or until their successors assume office. An officer or director shall be limited to two (2) consecutive years in the same office with the exception of the treasurer who shall be limited to four (4) consecutive years in the same office. A member who has served more than half a term shall be deemed to have served a full term in that office. At club option a member who has served previously as an officer or director is eligible to serve in the same office again after an intermission.

Duties of Officers President. The president shall preside at all meetings of the club and of the board

and shall be the chief executive officer of the club. Subject to approval by the board, the president shall appoint chairmen of standing committees and all other committees except the Nominating Committee. The president shall be ex-officio a member of all committees except the Nominating Committee.

Vice President. The vice president, in the absence or inability of the president, shall perform the duties of the president. The vice president may serve as chairman of a committee and may be assigned other duties by the club board.

Secretary. The secretary shall keep a record of the proceedings of the meetings of the club and of the board, conduct correspondence not specifically assigned to other officers or committees, and perform other duties as assigned by the club board.

Treasurer. The treasurer shall be responsible for the funds of the club and shall administer them in accordance with the approved club budget. The treasurer shall make monthly reports to the board and the club, and be ex-officio a member of the Finance Committee. No later than forty-five (45) days after the term of office ends, the treasurer shall turn all records over to the successor.

Board Composition

Is your Board diverse?

Is your Board qualified?

Does your Board possess a variety of skills and expertise?

Legal expertise

Financial management/accounting expertise

Marketing skills

Fundraising ability

Program expertise specific to the organization

Long-range planning skills

Good communication skills

The ability to lead

The ability to govern

New Board Orientation When new board members are brought in, it is important to hold board orientation

for the new “class” of board members.

By the end of orientation, your new board members should feel a part of the organization and begin to own the mission.

Review the Zonta Mission, Values and Objects

Review Calendars, Agendas, Roles and Responsibilities

Reviews Club History

Establish Clear Expectations

Review By Laws and other pertinent Club Rules and Guidelines

Review current Zonta Initiatives at the International and Local Level

Identify partners at the District Level they can reach out to for assistance

New Board Checklist – Discuss and Review

Review the Organization:

The organizational structure

Who we serve

What we do

How we’re financed

Dues

Non-Dues

Membership

Meeting attendance – both full board and committee

Communication – electronic and telephone

Board Meetings

Committees and possible Liaison Assignment

Board Roles and Terms of Office

Legal Liabilities as Board Member

Fundraising

Insurance

Media

Role in the Community

Commitments of time and money

Board Assessment

Boards should self assess and assess their effectiveness through the membership. Strategic: The board focuses most of its attention on issues and priorities that

are vital to enhancing the organization's future.

Contextual: The board's decision making is guided by a clear, shared understanding of the Zonta's mission, objects, and values.

Analytical: The board examines all sides of issues and engages effectively in problem solving.

Political: The board takes the necessary steps to build and maintain good relationships with all stakeholders.

Educational: The board is well informed about the organization and about board member roles and responsibilities.

Interpersonal: The board functions well as a cohesive group and manages conflict appropriately.

Developing Talent

Committee work is an excellent proving ground for future board members.

Serving on committees gives members a chance to “try out” an organization to see if they want to become more involved. It also gives the organization an opportunity to see which volunteers are committed, enthusiastic and skilled in the areas needed on the board.

Often committee members can move into board positions after demonstrating their commitment and skills to the organization. They will also be familiar enough with the “corporate personality” to know if serving on the board will be a good fit for them.

Flow of Information

District 12 Board

Club President

International Director

Zonta International Board

District Committee

ChairpersonsArea Director

Club Committee Chairperson

How Business is Conducted

Agenda Roberts Rules of Order Meeting Minutes Repository of Documentation

Common Board Shortcomings

Not following rules or adhering to standards

Lack of transparency

Failure to communicate

Veering off the mission

Complacency

Misguided motivations

Multiple voices

Micromanaging

Taking sides in disputes

Failure to adhere to laws affecting boards

No self-assessment

Lack of self-improvement

Plan – Do – Check - Act

Plan the Work your Board needs to do Do the Work Check for effectiveness and needed change Act on what you have discovered

Develop a Board Orientation Book

Mission Statement, Vision, Objects

By-Laws – International, Club, Etc.

Required Responsibilities of Board Members by Role

Budget

Board Policies

Electronic Voting rules

Copies of the minutes of Board Meetings for the last year / Club Votes

Copies of the Club Meeting minutes for the last year

Review of financial reports

Establishing goals for the year – Current Plan

List of all board members with addresses and telephone numbers

Calendar of meetings/events for the year

Keep a Club Vote Book

Living Document with club votes only Easier to Research than Minutes

Some Basic Information

Fiscal Year. The fiscal year of Zonta International shall be from 1 June through 31 May, inclusive.

Wrap-up

Understand your role Understand your responsibilities Grow talent from within Assess your effectiveness Plan – Do – Check - Act

Resources

http://www.zonta.org/Portals/0/PDFs/ZI%20Bylaws.pdf

http://www.afpnet.org/files/ContentDocuments/5%20Building%20an%20Effective%20Board%20of%20Directors-1.pdf

http://www.hsctc.org/uploads/documents/HSC%20Resources/self%20assessment/Long%20version%20-%20Improving%20Board%20Effectiveness%20-%20Board%20Self-Assessment%20Survey.pdf

www.nonprofitalliance.org/system/res/25/original/Board_Member_Packet.pdf

Minnesota Council of Nonprofits

http://www.cpweb2.org/board/

http://www.cceohio.com/files/358.pdf