Bob and Marianna Archey - dedicated to facilitating agreement
 

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Table of Contents (categories below, are listed in the typical order of use)
Board Roles and Responsibilities
Overview of Board Roles and Responsibilities
- - - Board Roles and Responsibilities
- - - Sample Job Descriptions
- - - Board and Staff Roles
- - - Advisory Groups
Legal and Insurance Considerations for Board Members

Documents -- Charter/Constitution/Articles, Operating Rules, Policies, etc.
Articles of Incorporation (or charters, articles of association, etc; -- is governing doc. of org.)
Corporate Bylaws (board's specification of corporation's structure and how it will operate)
Corporate Resolutions (is a single act of approval to approve, eg, contract, dues, etc.)
Board Policies (members' guidelines for working together, e.g., meetings, agendas, etc.)

Staffing the Board
Joining as, Recruiting, Orienting, Informing, Removing Board Members
- - - Joining a Board
- - - Recruiting and Orienting Members
- - - Informing Board Members (including board manual and annual reports)
- - - Removing Members

Ensuring Successful Committees
Building Successful Board Committees
- - - Description of Typical Committees
- - - Ideas to Generate Participation
- - - Developing Advisory Groups

Ensuring Successful Meetings
Board Meetings (agendas, on-line, executive sessions, retreats, etc.)
- - - Sample Meeting Agenda
- - - Sample Meeting Minutes
- - - Sample Board Attendance Policy
- - - Should the Board Hold Executive Sessions?
- - - Parliamentary Procedure
- - - Board Retreats
- - - On-Line Board Meetings

Evaluating the Board
Evaluating the Board of Directors
- - - Board Self-Evaluation
- - - Checklists and Principles to Evaluate Health of Board
- - - How to Remove a Board Member

Board and Staff Relations
Board and Staff Relations

Evaluating Executive Directors
Board of Director's Evaluation of Chief Executive
- - - Guidelines for Evaluating the Chief Executive
- - - Sample Form to Use During Evaluation of Chief Executive
- - - Sample Executive Director Performance Improvement Plan

Board Orientation/Training
Board Orientation/Training

Board Operations
Board Operations
- - - Startup Activities (to start the organization)
- - - Yearly Activities -- Board Operations Calendar (specifies yearly activities and timing)
- - - Committee Activities -- Committees Work Plans
- - - Meeting Activities

General Resources
Free, On-Line, Self-Paced Program to Completely Build/Strengthen Your Nonprofit
Additional On-Line Resources
Additional On-Line Articles
Basic Guide to Nonprofit Program Design and Marketing
Nonprofit On-Line Discussion Groups and Newsletters
To Form Local Learning Communities to Learn This Topic

Free, On-line, Complete Training Programs That Include This Topic!
For Nonprofit Organizations:
This topic is also included in the Free Nonprofit Micro-eMBA learning module Building and Maintaining an Effective Board of Directors. This complete, "nuts and bolts", free training program is geared to leaders, managers, consultants and volunteers who serve nonprofit organizations.

For For-profit Organizations:
This topic is also included in the Free Micro-eMBA learning module Building and Maintaining an Effective Board of Directors. This complete, "nuts and bolts", free training program is geared to leaders, managers and consultants who work with for-profit organizations.

Tell Your Friends! Local Professional Organizations!
Tell friends and professional organizations about these free programs! Advertise them in your newsletters and web sites so that others can save training dollars, too!

Overview of Board Roles and Responsibilities
The following information applies to for-profit and nonprofit boards unless otherwise noted. Simply put, a board of directors is a group of people legally charged with the responsibility to govern a corporation. In a for-profit corporation, the board of directors is responsible to the stockholders -- a more progressive perspective is that the board is responsible to the stakeholders, that is, to everyone who is interested and/or can be effected by the corporation. In a nonprofit corporation, the board reports to stakeholders, particularly the local communities which the nonprofit serves.
Board Roles and Responsibilities
Sample Job Descriptions
Board and Staff Roles

Advisory Groups
Very simply put, an advisory group is a collection of individuals who bring unique knowledge and skills to complement the knowledge and skills in a more official, or formal, group (for example, a board of directors). These groups are sometimes called advisory committees or advisory boards (don't confuse the term "advisory board" with "board of directors".)
Developing Advisory Groups
Advisory Boards
Advisory Committees
What is the Difference Between a Governing Board and an Advisory Board?

Also see Carver Governance Model

Also see Committees, Conflict Management, Meeting Management, Problem Solving and Decision Making, Strategic Planning and Team Building

General Information Focused on Boards of Nonprofits
Ten Basic Responsibilities of Nonprofit Boards
Legal Responsibilities of Nonprofit Boards
Individual Board Member Responsibilities
Nonprofit Internet Center's "Boards of Directors" section
Jane Kendall's "What it takes to be a good board member"
National Alliance for Nonprofit Organizations
Minnesota Council of Nonprofits (about Boards)
Minnesota Council of Nonprofits "Principles and Practices", section on boards
Minnesota Council of Nonprofits "Principles and Practices", section on public accountability
Guidelines of Board and Staff Relations and Responsibilities
Should Staff Contact with Board Be Restricted?
National Council of Nonprofit Boards' answer to Frequently Asked Questions

General Information Focused on Boards of For-Profits
Corporate Survival Guide
Corporate Governance Codes & Principles

Legal and Insurance Considerations for Board Members
The following information applies to for-profit and nonprofit boards unless otherwise noted.
Overview of legal considerations
Overview of Liability Insurance (including Directors' and Officers' Insurance)

The following information applies to nonprofit boards.
Protecting Your Nonprofit and the Board
Professional Liability and Governance Exposures
What do do until the lawyer comes ...

Also see Insurance (Business)

Articles of Incorporation (or charters, constitutions, etc. )
(The following information applies to for-profit and nonprofit corporations unless otherwise noted) The articles of incorporation (or other forms of description, such as charters, constitutions, articles of association, etc.) are established when the organization files for incorporation with the appropriate state agency. A board of directors gets its authority from the articles. This governing document specifies, for example, its name, the purpose or mission of the organization, place of business, primary officers, etc.
For-profit Organization
sample articles of incorporation form

Nonprofit Organization
sample articles of incorporation
another sample articles of incorporation form

Also see Enterprise Law and Starting an Organization

Corporate Bylaws (board's internal specification of how org. will operate)
(The following information applies to for-profit and nonprofit boards unless otherwise noted.) Bylaws specify the board's rules of internal operation, for example, number of members of the board, length of the terms of membership, all of the officer positions, how meetings are conducted, etc.
For-profit Organization
sample for-profit bylaws
bylaws come first

Nonprofit Organization
preparing the corporate bylaws
sample nonprofit bylaws
another sample bylaws
another sample bylaws
How Should the Board Be Structured? (board's structure is often specified in bylaws)

Also see Enterprise Law and Starting an Organization

Board Resolutions (single acts of approval for, eg, contracts, dues, etc.)
Articles, charters, constitutions, etc., and bylaws are ongoing rules. A resolution is a single act by the board to approve or adopt a change to a set of rules, new program, new contract, etc. Resolutions are included in the minutes for the board meeting. Here are various samples of board resolutions.
Resolution Changing Membership of Memorial Committee
Library Board Resolution

Board Policies (board's guidelines for how members will work together)
The following information applies to for-profit and nonprofit boards unless otherwise noted. Board policies are guidelines for how the board can best work together, e.g., when they want to meet, how many committees members should be on, how they recruit and orient new members, how they manage for consistent attendance, how the board will work with the executive director (e.g., will they plan the agenda together?), etc.
Board Attendance
Sample Board Attendance Policy

Conflict of Interest
NOTE: Many experts believe that the conflict-of-interest terms should be in the bylaws, rather than board policies. Often, state statute (which takes precedence over bylaws) specifies terms to avoid conflict of interest.

What is a Conflict of Interest?
What goes in a conflict-of-interest policy
My board member says to use her/her relative as a vendor?
How Do We Safeguard Against Conflict of Interest?

Samples of Board Policy Manuals
college's board policies
another board policy manual
site with links to several board policy manuals

Also see Informing Board Members (including sample index of board manual), Meeting Management and Committees

Joining as, Recruiting, Orienting, Informing, Removing Board Members
The following information applies to for-profit and nonprofit boards unless otherwise noted.

Joining a Board
Questions to Ask Yourself Before Joining Your Next Board
What Should I Know Before Joining a Board?

Recruiting and Orienting Members
How to Select Board Members for Your Organization
Four Cool Ideas for Recruiting New Board Members (nonprofits)
Guidelines for Recruiting New Members
Sample Board Recruitment Grid
Sample Board Application Form
Guidelines for Orienting New Members

Informing Board Members
How Do We Keep Members Informed?
What Goes in the Board Manual?
Sample Board Manual Index
Annual Reports

Removing Members
Removing a Board Member
How Boards Deal with Lazy Directors

General Information
The Diversity Issue - Part 1
The Diversity Issue - Part 2

Also see Staffing and Team Building and Valuing Diversity

Building Successful Board Committees
The following information applies to for-profit and nonprofit boards unless otherwise noted.
Description of Typical Committees
Ideas to Generate Participation
Sample Committee Work Plan
Sample Yearly Calendar for the Board

Developing Advisory Boards or Committees
See the above section Advisory Groups

Also see Committees, Conflict Management, Meeting Management, Problem Solving and Decision Making, Strategic Planning and Team Building

General Resources
Serving on the Audit Committee of a Not-for-Profit Organization
Should Boards Have Committee's and If So, Which Ones?
Board Committee Job Descriptions
How Should the Board Be Structured?

Board Meetings, Process, Retreats, etc.
The following information applies to for-profit and nonprofit boards unless otherwise noted.
Sample Meeting Agenda
Sample Meeting Minutes
Ideas to Generate Participation
Sample Board Attendance Policy

Regarding Parliamentary Procedure for Meetings
Parliamentary procedure applies both to for-profits and nonprofits. However, nonprofits tend to use procedure more for board meetings, which tend to be small groups of 12 or fewer. Robert's Rules of Order provides that procedure can be more relaxed in smaller groups than in larger groups.
Jim Slaughter, Certified Professional Parliamentarian and Professional Registered Parliamentarian, has a web site with a wide range of useful articles. Each group will likely find an article that pertains to their planned usage, e.g., associations, school boards, nonprofits (general), etc. First find the article that pertains to your planned usage. Then see his "Cheat Sheets."

Also see Conflict Management, Facilitating and Meeting Management

Board Retreats
Where to Have a Board Retreat
A User’s Guide to Effective Board Retreats
How Do I Use Retreats in the Planning Process? (click on Strategic Planning and scroll down)

Holding Board Meetings On-Line
Are Online Board Meetings Allowed?
State Laws for NPO Board Meetings by Teleconference
Conducting Board Meetings Online
Should We Allow Board Members to Attend Meetings Over the Phone?
Facilitating On-Line Meetings
Virtual Teams

Additional Information Focused for Nonprofits, but applicable to for-profits, too
Importance of Board Minutes
Board Level Leadership
Should the Board Hold Executive Sessions?
The Most of Our Time Together
Where to Have a Board Retreat

Board and Staff Relations
The following information applies to for-profit and nonprofit boards unless otherwise noted.
What should be the relationship between the executive director and the board
Board and Staff Roles
Should the executive director be a member of the board?
Sustaining High-Quality Relationship Between Chair and Chief Executive
What Constitutes Excessive Pay for Chief Executives? (nonprofit)
Should Staff Contact with Board Be Restricted?
Numerous questions about board and staff relationship

Also see Chief Executive Role, Conflict (interpersonal), Conflict Management, Delegation, Feedback, Handling Difficult People, Negotiating, Team Building and Valuing Diversity

Evaluating the Board
The following information applies to for-profit and nonprofit boards unless otherwise noted.
Board Self-Evaluation
Checklist to Evaluate Health of Board
Minnesota Council of Nonprofits "Principles and Practices for Nonprofit Excellence"

Also see Legal Considerations for Board Members and Self-confidence

Evaluating Chief Executive
The following information applies to for-profit and nonprofit boards unless otherwise noted.
Guidelines for Evaluating the Chief Executive
Sample Form to Use During Evaluation of Chief Executive
Sample Executive Director Performance Improvement Plan (from Board to Chief Executive)

Additional Information for Nonprofits
How Do We Evaluate the Executive Director?.
if executive directors are ever fired
Founder's Syndrome (when the top executive is a poor manager)
How to Fire Your Executive Director
Annual Evaluation of the Executive Director
When the Executive Director Leaves: The Job Of The Board's Executive Transition Committee

Also see Chief Executive Role, Employee Performance Management, Feedback, Leadership Developing Planning, Legal Considerations for Board Members, Negotiating and Personnel Policies

Board Orientation/Training
Board training conveys the knowledge and understanding needed by board members in order to effectively carry out their roles as members of the organization's board of directors. Selection of training topics and training methods depend on the nature and needs of the organization. However, the following guidelines and sample training agenda might serve useful to the reader when designing their own training plan and methods. See
Basic Guidelines and Sample Agenda for Board Training Session

Board Operations
When forming a new new corporation or association (these are the types of organizations that usually have boards of directors), the board typically has several specific activities they must conduct, including meeting to:
1. Approve the mission statement (may include vision and values statements, as well)
2. Approve Articles of Incorporation (or whatever charter document is required in your state)
3. Approve Bylaws (these are not always required in every state; you should strongly consider having them anyway)
4. Select officers in the board (usually including the president or chair, vice president or vice chair, secretary and treasurer)
5. Approve (probably very rough drafts of the) strategic plan and yearly budget.

Yearly Activities -- Board Calendar (specifies yearly activities and timing)
Boards meet their responsibilities usually by conducting certain major activities at certain times of the year. Often, the bylaws specify when certain activities will be conducted. Activities include, for example, conducting regular board meetings (every month, two months, etc.), conducting the board self-evaluation, evaluating the chief executive, reviewing and updating board and personnel policies, conducting strategic planning, recruiting new members, holding an annual meeting, reviewing and authorizing the yearly budget, conducting fundraising, etc. The following sample Board Operations Calendar lists typical recurring activities of the board and suggests the timing for these activities.
Sample Board Operations Calendar

Committee Activities -- Committees Work Plans
One of the best ways to ensure effective board committees is through use of a committee work plan. The plan specifies goals for the committee, strategies to meet the goals and timelines for completion of the goals. The goals of the committee should be closely aligned with achieving the strategic goals determined during strategic planning. Essentially, the work plans specify the operational goals of the committee for the year. See
Sample Committee Work Plan

Meeting Activities
Boards usually meet their responsibilities by conducting participation in ongoing meetings. Meetings are usually where the board conducts the majority of its activities. Members usually hear important discussion and make important decisions in these meetings. Each organization might choose to a different approach and format for their board meetings. However, the following sample meeting agenda and minutes reflect the nature of the typical activities carried out in board meetings.
Sample Meeting Agenda
Sample Meeting Minutes

Additional On-Line Resources
(Note that numerous on-line resources are referenced in the various materials listed above. The following are additional, useful links that pertain to both for-profit and nonprofit boards.)
Corporate Governance
Corporate Library (for-profit in nature)
Global Corporate Governance Forum
International Corporate Governance Network
Corporate Governance Magazine
Learning Institute for Nonprofit Organizations (list of resources)

TRDEV for trainers and development professionals (on-line discussion group)
HRNET for human resources professionals (on-line discussion group)
ODNET for organization development professionals (on-line discussion group)

Additional On-Line Articles
7 Practices of Super Boards
Boardrooms Beyond the Norm
The Lawyer on the Board - Playing a Dual Role
Founder's Syndrome (when the top executive is a poor manager)
Corporate Governance At The Speed Of Light

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