BOARD OF DIRECTORS

PREFACE

The learning laboratory participants are YWCA Executive Directors from associations of various sizes from throughout the United States. They began by discussing the reasons they had decided to participate in this workshop. Their reasons included:

• How to avoid "Betty Crocker Boards" and Board with "Ladies that Lunch."

• How to deal with Boards that have been leading the organization without staff.

• What to do when your style is different than that of the previous Executive Director.

• How do you get a Board prepared for a capital campaign.

• If you have a good board, how do you keep it that way.

• What to do about Boards that are not really involved; committees that don't meet.

• How do you revitalize a Board that has lost its energy and enthusiasm.

• What to do about Boards that do not understand or accept their role.

• What do you do if you have a dictatorial President.

The participants agreed that there were common themes among the group such as:

RECRUITMENT, DEVELOPMENT, AND RETENTION OF BOARD MEMBERS

Nominating Committee

This is a very important committee-some say, the most important committee-to insure that you have a powerful and effective Board of Directors. This committee is mandated by our bylaws to nominate potential Board members that will be elected annually by our membership. This committee should include members of the community who are not currently serving on the Board of Directors.

It is important that this committee reflect the qualities and criteria that you desire in the Board of Directors such as age, racial and ethnic diversity, corporate connections, access to funds, knowledge of the community, understanding of the appropriate role of the Board of Directors.

The Nominating Committee should be staffed by the Executive Director who will prepare information about the current Board which will include areas of expertise, age, ethnicity, term of office. The Nominating Committee will need to know who is rotating off the Board and who will remain on the Board in order to make the best decision about who should be nominated. This information is best provided in the form of a grid or matrix. This format will help committee members see at a glance what is missing and where the Board may be getting out of balance. Some organizations also provide a "report card" to the Nominating Committee that "grades" each Board member's performance based on what they were originally brought onto the Board to do.

It is a good idea to keep a file of people you think would make good potential Board members throughout the year and to ask other staff and Board members to do the same and to make these names available to the Nominating Committee. It is also suggested that you send a form to current members of the Board to ask them to suggest individuals they think would make good Board members.

The Nominating Committee must take responsibility for nominating Board members rather than the Executive Director because the Executive Director is the employee of the Board. The Executive Director needs to be involved by making sure that the Nominating Committee knows what is needed on the Board so that the organization can move forward. This can be done through coaching, teaching, and providing information.

Generally, it is best to choose someone who has already demonstrated their interest to the YWCA through committee service, being a donor, or volunteer ---- someone who already understands what our mission is and what the YWCA is doing in the community.

For those organizations that have leadership recognition events such as Women on the Move or Women of Achievement events, that can be a very good way to identify and recruit potential new Board members.

Everyone who is nominated should receive written information about the specific responsibilities of a Board member such as meeting attendance, personal financial contribution, participation at events, committee service etc. Everyone under consideration should be contacted personally by a member of the Nominating Committee to discuss their willingness to serve.

Retention

A formal welcome to the Board of Directors with the presentation of a pin as they come on the Board has been instituted by one YWCA-they feel this is even more important than the more traditional farewell gift.

The Executive Director needs to develop a personal relationship with every member of the Board of Directors. It is a good practice to take every member of the Board out to lunch annually. This is also the best way to find out what a new Board member is interested in and to help her feel welcomed.

You can't thank Board members too many times. The notes of thanks and appreciation should come from Board President and Executive Director.

It is also a good idea to put photographs or members of the Board of Directors in publications whenever possible.

It was suggested that an annual lunch or dinner be held to show appreciation to your Board of Directors. Consider nominating outstanding Board members to the National Women's Hall of Fame.

One organization has established a "President's Award" that is selected and presented at the Annual Meeting to the Board member(s) who has made the most outstanding contribution during the year.

Board members must not feel like their time is being wasted. Board meetings need to be planned carefully to make sure that business gets done. It's important for Board members to enjoy their involvement with the organization and to feel a bond with the YWCA, the staff, and the other women who serve on the Board.

One organization puts everyone's business card in a basket for a drawing. You take the person's whose business card you draw out to lunch. This has proven to be a good way for Board members to get to know each other personally.

BOARD STRUCTURE

Governance Models

It is the responsibility of members of the Board of Directors to:

• Establish policy.

• Provide expertise.

• Raise funds.

• Maintain community relations.

• Provide fiduciary responsibility.

• Create and approve strategic direction and plans.

• Hire and evaluate executive director.

There are a number of effective ways for a Board to function but all models must provide a structure for Board members to fulfill their responsibilities.

Committee Structure

YWCA Boards that function best are the ones that have few standing committees (such as Executive and Finance) and appoint task forces or ad hoc committees to deal with issues as needed. Task forces and ad hoc committees are also a way to involve people who are not members of the Board of Directors but might be excellent Board members in the future.

Having numerous standing committees such as Personnel, Building and Maintenance, Membership, Audit, and Programs can be problematic because the subjects dealt with in these committees are often operational in nature. We are sending mixed messages when we have standing committees to deal with operating issues and then we say that Board members are supposed to deal with policy and planning not day to day operations.

Having more committees does not mean that you will have more people to do the work. On the contrary, committees often just create more work for the staff

Having a committee for Fund Development, can sometimes be counter productive when Board members come to believe that unless they serve on that committee, they do not have a responsibility to raise funds.

Many organizations have moved away from monthly Board meetings and have replaced that schedule with one where the Board meets six times a year and the Executive Committee meets monthly. One YWCA that has two standing committees (Executive and Finance) sends minutes from all meetings to everyone on the Board and Board members are asked to attend Finance or Executive Committee meetings when they are unable to attend the Board meeting. Failure to attend two consecutive Board meetings without attending at least one Executive or Finance committee can result in their being considered resigned from the Board.

The Carver Model

While many YWCAs have effectively adopted the Carver Model of governance, others feel that this model just makes the Executive Director responsible for everything. For instance, if the Board does not even see the operating budget, how will they accept responsibility for raising funds? Using a strict Carver model, the Board would not approve the operating budget. They would establish the policy that the operating budget be balanced and that the Executive Director is responsible for ending the fiscal year without a deficit.

Many organizations have adopted what they refer to as a "modified Carver model." Under this form of governance, it is clear that the Board is responsible for providing the leadership for the organization, setting policy, and for raising funds and that they are not to be involved in day to day operations. If a Board member assumes responsibility for an operational issue, she is acting in the role of a volunteer staff member and is supervised by and accountable to the Executive Director.

Standing Rules

YWCA Bylaws govern the Association and provide the broad overall policies and structure for the organization. Bylaws must be adopted by the membership and can only be changed by a vote of the membership. Most YWCAs find it useful to adopt Standing Rules that govern the Board of Directors. These policies can be changed by a vote of the members of the Board of Directors and do not need to be sent the membership.

For instance, Bylaws may say that Board members cannot benefit financially from their membership on the Board of Directors and the Standing Rules can provide more detailed information about conflict of interest and financial gain. The Standing Rules are where the Board can establish policies that deal with attendance and other things that are required by members of the Board and specify how a Board member can be removed or considered resigned if they do not meet those responsibilities.

Some organizations find it useful to ask the Executive Director to maintain a "report card" for Board members that will alert the President of the Board to Board members who are not attending meetings or other-wise contributing to the organization. The Board President can then make an effort to see if it is possible to get that particular Board member more involved or to find out if the Board member is not able to fulfill her responsibilities and to encourage her to resign and to consider serving at another time.

Establishment of Goals and Plans

Most organizations find that periodic (usually annual) Board Retreats are an effective way of establishing the long and short range goals for the organization.

One organization establishes goals for the Board of Directors annually and the Executive Committee and the Board are provided with a progress report at every meeting. This organization used a "Commitment to Excellence Form" that each Board member fills out each year to make her personal commitment to the organization.

Other organizations ask each Board member to fill out a "report card" for themselves.

Dealing with Board Members Who Fail to Meet their Responsibilities

Board members who do not attend meetings or fail to meet their other obligations as Board members must be approached by the President of the Board to ask if they would like to renew their commitment to the YWCA Board or resign and consider serving at another time. It is very important that inactive Board members be removed from the Board. Not acting to remove inactive Board members can cause a morale problem for those Board members who take their responsibilities seriously.

Advisory Committee

There is no "cookie cutter" way of having a successful Advisory Committee. Some of the ways suggested included having advisory committees around certain areas of interest such as public relations or child care. These committees are staffed, chaired by a member of the Board and their membership comes from the community ---- men and women. This can be a very good way to cultivate the community.

Another approach is to select a group of community leaders-men and women-and former leaders of your association who are no longer on the Board to serve on an Advisory Committee. Once each year, this group is brought together for a breakfast or luncheon meeting during which they are provided with information about the current state of the YWCA, its programs, and plans. The responsibility of a member of the Advisory Committee is simply to be available to help and advise the YWCA when specifically asked to do so.

When Board Members Leave

It is important to have some kind of ceremony and provide a gift or plaque to honor them for their service on the Board. As Board members rotate off your Board, consider whether or not they would be good members of an Advisory Committee or if there is some other role that they might be able to fill.

TRAINING FOR BOARD MEMBERS

Orientation

Orientation for new Board members is extremely important so that they clearly understand the mission of the YWCA and expectations that we have of them. The following are some of the methods that are used to orient new Board members:

Method A

New Board members to meet with senior managers and Executive Director. A tour of facilities is arranged along with a luncheon. Board members receive a manual with budget and other important information.

Method B

A dinner at YWCA hosted by President and ED is held prior to first Board meeting.

Time is spent getting to know each other.

A notebook with the following information is provided:

Executive Director arranges private meetings with all new Board members.

Method C

Set up a fair with each of the YWCA programs being presented in a booth. Food and drinks are made available at other booths and Board members learn about YWCA programs and get to know each other in a more social setting.

It was suggested that job descriptions for the various committees be distributed at

Orientation so new Board members will have a clear understanding of the committees' purpose and responsibilities.

On-going Board members are also welcome to come to Orientation for a "refresher" course in the YWCA.

Many organizations assign a "mentor" to new Board members. It is the mentor's responsibility to make sure that the new Board member feels welcomed and that she is involved in a meaningful way in the Board activities.

One organization "builds passion for mission" by scheduling tours and/or scheduling Board meetings at off-site programs. Returning Board members even ask to be invited to tours scheduled for new members.

Another organization holds a holiday dinner during the last meeting of the year (usually early December) during which time retiring Board members are asked to reflect on their days on the YWCA Board and new members are introduced to the Board for the first time.

On-Going Training

At each Board meeting, in one organization a YWCA Program Director will present a 15 minute overview of the program they are responsible for. This educates the Board with current and relevant program information and also makes a connection between the Board and staff

Role and Responsibilities of a Board Member

In order for Board members to understand that it is not appropriate for them to be involved in operating issues, it is important that Executive Directors not ask them to make decisions about things that are not their responsibility.

It is also essential that all staff members understand that Board members should not be asking them to do things that haven't been cleared by the Executive Director. The Executive Director must manage the interface between the Board and the staff. The staff need to be trained to say that they "will need to check with the Executive Director" if they are given direction by a Board member that is inappropriate.

A good Executive Director learns how to support the work of their Board. You present options and they make the decisions. Trust that the group will make good decisions if they are given good information about all of the available options and the likely ramifications of each.

The Board members need to understand that they are a Board member only when they function together as a Board ---- they don't have power and authority over staff as individuals.

One organization asks each Board member to complete a "Commitment to Excellence" form each year which reflects and reinforces the responsibilities of a Board member.

BOARD MEMBERS' RESPONSIBILITY FOR FUND DEVELOPMENT

Some organizations operate with a Fund Development and some feel strongly that this is not a good idea because members of the Board who are not on that committee may feel less of a responsibility for fund development. It was suggested that the Board dedicate twenty minutes of each Board meeting to fund raising issues. A list of all fund-raising events and expectations should be provided for each new and returning Board member.

Personal Gift

This most important part of a Board members role is handled differently from one organization to another. Whatever the fund development responsibility is on a particular Board, all agreed that this needs to be made very clear before the individual is asked to serve on the Board.

In order for Board members to raise money, they first need to give ---- a fundamental principle of fund raising. It is important to be able to say to your community and to funders that 100% of your Board members make a personal contribution each year.

Whether or not your Board has a minimum personal gift required from each Board member, there should be a minimum that each Board member needs to give or raise. One organization that has a very successful fund raising Board requires that each Board member give or raise $ 1,000. They require that each Board member make a personal financial contribution annually but the amount left up to the individual. This organization also asks that 100% of the staff make a financial contribution to the YWCA-in any amount.

Some organizations use the following guideline: whatever the amount that you could write a check for today, four times that amount is what your annual gift to the YWCA should be. Others suggest 1% of your household income.

Board members are also encouraged to make a pledge that can be paid monthly or quarterly whichever is most convenient.

Annual Campaign

One organization counts as part of each Board member's $ 1,000 obligation the Board member's personal gift, funds solicited from corporations, and funds solicited from individuals. Because there is generally a range of ability on the part of Board members to raise funds, this organization has developed a very good direct mail annual campaign. Each Board member is assigned 50 to 60 names from a targeted list of former donors and people who are involved with the YWCA and asked to add a personal note to the letter asking for a contribution. Contributions are credited to the Board member that the donor was assigned to when they are received and most Board members are able to reach their $1,000 goal in this manner.

Another organization gives Board members a number of suggestions about people they can contact to solicit funds such as women who have received the Women of Achievement Award and spouses of former Board Presidents.

Corporate Donations

It is very important to understand what you are offering corporate donors when you approach them for a gift. In most cases, they are looking for visibility and name recognition. Our leadership recognition events can be used ---- if this is your most visible and well attended annual event-to raise corporate dollars.

Special Events

Board members should be required to attend all special events and to pay for their tickets. However, organizations need to be very careful not to overdo special events because you will wear out your donors and your Board and the most cost effective way to raise money is to simply ask for it. It is advised that every organization hold one special event each year that is very well attended and can be leveraged for corporate gifts.

If Board members fail to meet their fund raising responsibility they should be approached by the President of the Board and asked to either fulfill their responsibility or resign from the Board and consider serving at another time.

Endowment Gifts

One YWCA has raised significant funds for their Endowment by making it possible to establish a named fund in their Endowment Fund with a minimum gift of $500. The list of named funds is an excellent way to create a lasting tribute to women in the community who have contributed to the well-being of the community and particularly to the YWCA. All former Board President's and many Board members have created funds in their name or in honor of a woman in their life.

EXECUTIVE REVIEW AND COMPENSATION

The President of the Board should be giving the Executive Director continuous feedback so if something is not done the way the Board wants it done, the Executive Director has an opportunity to change her behavior.

In one organization, the goals for the Executive Director are set annually following a Board Retreat and her review is based on the achievement of these goals. The goal for the percentage of the Executive Director's increase are also set at the beginning of the year.

In another organization, the Executive Director is asked to do a written self-evaluation annually. This self-evaluation includes her accomplishments and goals for the year to come. This written self-evaluation is reviewed by the Board President and a committee that she has selected to make sure that the self-evaluation is on target as far as the Executive Director's strengths and weaknesses and that her goals are consistent with and supportive of the organizational goals that the Board has adopted. In addition, the committee fills out a form which provides feedback to the Executive Director on the items that the Board of Directors are most knowledgeable that related directly to the quality of the Executive Director's staff support to the Board of Directors.

Many of the YWCAs use the national salary range schedule. Depending on the area of the country that they are in, others have found that their community United Way salary schedule is a more realistic tool.

DEALING WITH CONFLICT

It is of critical importance that the Executive Director and the Board President form a good partnership and communicate regularly. It is good practice to let your Board President know about issues with the staff, the community, or other members of the Board that may become problems ---- no one likes surprises. Find out what is important to your President and what she needs from you and let her know what you need and expect from her. What worked with one President may not work with the next.

When a Board member brings up something at a Board meeting that is inappropriate, it is the responsibility of the Board President and other Board members do deal with that at the time it happens. If they are unable or unwilling to do this, the Executive Director must do so.

Figure out what the difficult person is getting out of opposing you-look at it from that vantage point and see if that helps you figure out how to handle the situation.

If you get into a power struggle with your Board of Directors, you will lose.

HELPFUL HINTS

In light of the overwhelming consensus by the NAYE membership at its 1999 Annual Conference that the YWCA should develop a model program to actualize our commitment to interrupt the racist cycle we are experiencing, the body proposes the following:

    1. That NAYE designate a task force to develop a plan of action for anti racism activities at local YWCAs.
    2. That this committee examine best policies and practices that currently exist to determine how to use these models to formulate YWCA racial justice action plan.
    3. That this committee be comprised of executives who are committed to a long term strategic agenda for an anti-racism platform.
    4. That task force be limited to a maximum of nine persons and no less that five who will meet over the next 12 months by conference call and teleconference to facilitate to a concrete model anti-racism program.

The purpose of this task force will be to bring recommendations to the full body of the NAYE to be acted upon at the next appropriate meeting. These recommendations will be strategic in nature and yet practical in implementation.

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