Board Manual

Kennebec Valley Art Association

Adopted February 2012

Adapted from “Building an Exceptional Board of Directors” Training Resource Manual Frank Martinelli of The Center for Public Skills Training

Table of Contents

Page 2 …... Job Description for a member of the Board | Role of the Nominations committee

Page 3 …... Job Descriptions for Officers of the Board

Page 5 …... Role of the Executive Director | Board vs. Executive Director roles

Page 6 …... Board vs. Staff: Drawing the line between roles and responsibilities

Page 7 …... Chart: Division of Roles between Board and Executive Director

Page 9  …... Consent Agenda | Sample Consent Agenda

Page 10 ….. Committee Chair Job Description | Executive Committee Job Description

Page 11 ….. Nominations Committee Job Description

Page 12 ….. Finance Committee Job Description

Page 13 …. Fundraising Committee Job Description

Page 14 …. Board Self Assessment | Proven Practices for Building a Future-Focused Board

Page 15 …. Individual Board Member Self-Review Form

Page 16 …. Board Meeting Feedback Form

Page 17 …. Board Member Position Description and Agreement

Page 18 …. Board Leader Succession Planning Checklist

Page 19 …. Exit Interview Questions For Board Directors

Page 20 …. Strategic Planning Roles

Page 21 …. Board Development Strategies

Job Description for Individual Board Members

adopted 7/18/11

  1. Regularly attends board meetings and important related meetings and gallery functions.
  2. Reads/reviews the minutes of the previous meeting and offers comments.
  3. Volunteers for and willingly accepts assignments then completes them thoroughly and on time.
  4. Stays informed about gallery matters, prepares themselves well for meetings.
  5. Makes a serious commitment to participate actively in committee work.
  6. Gets to know other committee members and builds a collegial working relationship that contributes to consensus.
  7. Participates in the Board's annual evaluation and planning efforts.
  8. Participates in the annual evaluation of the Executive Director
  9. Participates in fundraising for the organization.

Critical Role of the Board Governance Committee

A board governance committee created by the Board of Directors plays a critical role in the overall

board development process. Here are some responsibilities of the board development


1. Develop board director criteria that express recruitment priorities in terms of skills, knowledge,

contacts and resources sought after by the board.

1. Recruiting potential board directors.

2. Present potential board directors to the board (or if the bylaws mandate an election, this

committee prepares the slate of candidates in accordance with the bylaws)

3. Provide orientation of potential and new board directors.

4. Provide training and continuing education for all board directors.

Provide regular recognition to board directors.

Critical Role of the Full Board in supporting the work of the Nominations Committe

The full board has a number of responsibilities in building an effective governing board. They include:

1. Establish a governance committee.

2. Approve board director criteria initially developed by the board development committee.

3. Elect or appoint members to the board (except in cases where the bylaws mandate an election

of board directors.)

4. Terminate members for failure to perform adequately (in accordance with authority granted in

the bylaws).

5. Ensure nomination an election of officers, again in accordance with authority granted by the


6. Ensure an effective nomination process for new board directors.

7. Ensure the evaluation of collective board effectiveness and individual board director


8. Rotates board leadership positions to assure continuing leadership development and to foster

innovation and fresh thinking on the part of board directors.


As approved by the Board of Directors  of the Kennebec Valley Art Association on 9/19/2011


  1. Is a member of the Board.
  2. Partners with the Executive Director in achieving the organization's mission.
  3. Provides leadership for the Board of Directors
  4. Chairs meetings of the Board using an agenda developed with the Executive Director.
  5. Encourages the Board's role in strategic planning.
  6. Appoints chairpersons in consultation with the Board.
  7. Discusses issues confronting the organization with the Executive Director.
  8. Helps guide and mediate Board actions with respect to organizational priorities.
  9. Reviews issues of concern the Board may have with the Executive Director’s performance, and addresses issues of concern regarding programming or staff with the Executive Director. Monitors financial planning and financial reports.
  10. Plays a leading role in fundraising activities.
  11. Annually review the performance of the Executive Director as outlined in the Personnel policies in consultation with the full board.
  12. Evaluates annually the performance of the organization in achieving its mission.

Vice President, Board of Directors

1. Is a member of the Board.

2. Is a partner with the Board Chairman in achieving the organization's mission.

3. Provides leadership for the Board of Directors.

4. Chairs meetings of the Board when the Board Chair is absent.

5. Encourages the Board's role in strategic planning.

6. Discusses issues confronting the organization with the Chair.

7. Helps guide and mediate Board actions with respect to organizational priorities.

8. Reviews issues of concern to the Board with the Board Chair.

9. Evaluates annually the performance of the organization in achieving its mission.

10. Assumes the duties of President if the current office holder cannot serve, or is not longer willing to serve in that role.

TREASURER, Board of Directors

1. Is a member of the Board.

2 Manages finances of the organization.

3. Administers fiscal matters of the organization.

4. Provides annual budget to the Board for approval.

5. Ensures development and Board review of financial policies and procedures.

SECRETARY, Board of Directors

1. Is a member of the Board.

2. Maintains records of the Board and ensures effective management of board records.

3. Manages the minutes of Board meetings.

4. Ensures that minutes are distributed to members shortly after each meeting.

5. Is sufficiently familiar with legal documents (articles, by-laws) to note applicability during meetings.

Role of the Executive Director  (adapted from Wikipedia)

The role of the Executive Director is to design, develop and implement strategic plans for their organization in a cost-effective and time-efficient manner. The Executive Director is also responsible for the day-to-day operation of the organization, including managing committees and staff and developing business plans in collaboration with the board for the future of the organization. In essence, the board grants the executive director the authority to run the organization. The Executive Director is accountable to the Board of Dirctors and reports to the board on a regular basis - quarterly, semiannually, or annually. The Board may offer suggestions and ideas about how to improve the organization, but the Executive Director decides whether or not, and how, to implement these ideas.

The Executive Director is a leadership role for an organization and often fulfills a motivational role in addition to office-based work. Executive Directors motivate and mentor members, volunteers, and staff, and may chair meetings. The Executive Director leads the organization and develops its organizational culture.


Adapted from  Center for Nonprofit Excellence at the National Alliance on Mental Illness

As a general rule of thumb in a nonprofit organization, boards primarily govern and staff primarily manages. This means that a board provides counsel to management and should not get involved in the day-to-day affairs of the organization. Confusion and tension can arise when this rule is put to use practically, because the distinction between management and governance is not absolute. In order for this rule to work effectively, each party in this relationship needs to understand its own responsibilities and those that fall in the other's purview, and the way in which the board and staff conduct their business needs to reflect this understanding. Clear expectations for the board and the director need to be established and maintained, because a board that is overly active in management can inhibit the organization's effectiveness.

A nonprofit's Board of Directors has very specific duties that are distinct from those of the Executive Director and other staff. Board members have fiduciary responsibilities and they are required to act within their authority primarily for the organization's benefit. Board members do not have power or authority individually. A board's decision-making ability lies in its group structure. While at times an individual board member may become extensively involved with one particular program area and be working with staff, in this role they need remain cognizant of the fact that are under the direction of the staff, like any other volunteer.

Nonprofit boards generally have the duties of selecting and working with the executive director, amending bylaws, approving the annual budget and long-term strategic plans, and ensuring its own succession. The board often establishes committees to accomplish its activities, including financial, personnel, fundraising and planning functions. Through such committees, the board assists management in policy formation and strategic planning. While nonprofit staff may conceive, develop and implement the organization's plan, the board will often monitor the process and provide counsel. However, it is often true that in smaller nonprofits with limited staff positions and many volunteer roles, board duties may include more tasks typically associated with management.

Adapted from Board vs. Staff: Drawing the line between roles and responsibilities

By Lew Carpenter, National Wildlife Foundation Regional Representative

Be the Board

“Much of the confusion about board responsibilities is confusion between what the board should do as a group and what individual board members should do,” advises the staff of Compass Point, a nonprofit consulting organization. “For example although the board as a whole is responsible for evaluating the executive director, the board president as an individual

doesn’t have that authority that a supervisor has with a subordinate. The board president is not a supervisor, but instead acts as a convener and leader for the board, which as a group provides feedback and direction to the executive director.”

Being a board member is an honor as well as a responsibility. As a board member, your two primary roles are governance and support.

Let’s look at developing a strategic plan as an example. In the governance role, the board as a whole (and through its committees) directs policy and strategy — the board establishes a strategy and then measures the success of certain goals.

In the support role (board member role), the individual helps implement policy and strategy as well as deploys resources. Individual board members contribute names, donate, host events, meet with donors, etc. Once a strategy is developed and approved, the work to accomplish it is staff driven — board members serve staff as resources.

Board members who over-manage staff typically hurt the organization's ability to move ahead. Many boards reach this threshold time and time again during their long history, and the ability to enable staff to do the job they were hired for becomes one of releasing a common tendency to grasp tightly the control of the organization.

Knowing and working on both sides of the board/staff paradigm, Dan Chu, National Wildlife Federation vice president of affiliate and regional strategies, notes that boards providing clarity and strategic direction with desired outcomes for staff are often the most effective boards in the non-profit world. "We've seen that when board members finally let go of day-to-day management to staff, organizations thrive, or at least move forward," Chu said. "There is a natural tendency for board members to micro-manage staff because they care deeply about their organization, but the bottom line is that staff needs room to create strategies and systems on their own to build a better organization than existed prior to their arrival."

Division of Roles between Board and Executive Director

(adapted from a version by Center for Non-profit Management in Southern California


Board of Directors

Executive Director


☺Exercises fiduciary role to ensure that the organization is properly managed.

☺Maintains legal status; ensures the proper paperwork is submitted to govt. agencies.

☺Reviews financial and business dealings and exercises proper judgment in self dealing transactions.

☺Avoids conflicts of interest.

☺ Provides information to the board to demonstrate that the organization is well managed.

☺Compiles information for annual filing requirements.

☺Informs the board of  situations that may jeopardize the legal status of the organization.


☺Approves annual budget

☺Reviews financial reports regularly.

☺Ensures that proper internal controls are in place.

☺Prepares annual budget with input from the finance committee.

☺Oversees preparation of financial reports.

☺Implements proper financial controls.


☺Establishes mission, vision and overall programmatic direction for the organization.

☺Reviews strategic plan progress.

☺ Assesses program evaluation plan.

☺Participates in establishing mission, vision and overall programmatic direction for the organization. Assists the board in maintaining focus and momentum for the organization.

☺Develops program goals and objectives and reports to demonstrate program progress.


☺Develops and adopts written board level policies and reviews them periodically.

☺Identifies need for new policies.

☺Ensures implementation of policies.


☺Ensures long-range commitments of resources; approves fund raising plans and participates in fund-raising as appropriate.

☺Approves grant applications and contracts if required by granting agency.

☺With fund-raising committee, creates fund-raising plan subject to board approval.

☺Develops grant proposals, plans fund-raising events, enters business ventures to support mission.


☺Sets over-arching personnel policy.

☺Hires Executive Director and evaluates his/her performance.

☺Implements board level personnel policies and recommends changes as needed to the board.

☺Develops and implements all other personnel policy.

☺Hires all personnel and evaluates performance.


☺Establishes and communicates clear expectations of Board directorship.

☺Assures effective participation of all board members.

☺Conducts annual board self review.

☺Facilitates information exchange for members in preparation for selection of Board directors.

☺Facilitates training and effective communication among board directors.


☺Defines and communicate the role of board and Executive Director in decision making.

☺Assures appropriate involvement of board directors in organizational decision-making.

☺Makes all decisions except those explicitly reserved to the board.


☺Promotes the organization to various publics.

☺Promotes cooperative action with other community organizations in alignment with the mission and vision.

☺Interprets the mission of the organization to the community through direct involvement and public relations programs, including personal contact, marketing material and work with the media.  Works closely with the board for an effective division of labor.

Use of the Consent Agenda

To expedite business at a board meeting, the Kennebec Valley Board of Directors adopted the use of the consent agenda at the end of 2011.  The consent agenda includes those items considered to be routine in nature. It appears as part of the egular board meeting agenda. Full information about these items is provided to the board in advance of the meeting via email and any questions or concerns can be directed to the creators of respective reports nd answered prior to the meeting. This allows thorough examination of the routine items without using up precious board meeting time.

Any item which appears on the consent agenda may be removed from the consent agenda by a member

of the board during the actual meeting for active discussion or vote. Only one motion is needed  to approve all items on the consent agenda, but it takes only the request of any one board director— generally not a formal vote—o remove any item from the consent agenda before the vote. If removed from the consent agenda, the item will be taken up later in the regular agenda. That item is then discussed and voted on separately, after the rest of the consent agenda has been approved.  In all cases, it is assumed there is nothing controversial about these items and therefore no need for discussion. Grouping agenda items like these facilitates the meeting and allows time to be properly spent on issues that do need discussion.

Items in the consent agenda are voted on by a single motion. The approved motion will then be recorded in the minutes, including a listing of all items appearing on the consent agenda. Use of a consent agenda eliminates the need to vote separately on many of the routine items and resolutions not requiring explanation or board discussion. It also helps the board focus on future related business rather than the reading of reports focusing on events in the past.

Sample Board Meeting Consent Agenda

Call to Order (Welcome by the chair, who shares the objectives of the meeting and reviews the agenda)

Consent Agenda Items

Minutes of last meeting – Item Previously Sent to the Board

Treasurers Report -- Item Previously Sent to the Board (This is an opportunity for the treasurer to answer questions on financial reports or bring items for


Executive Director’s Report -- Item Previously Sent to the Board (Opportunity for board directors to ask questions on the written report. The ED can also use time to update board directors on emerging issues and trends.)

Committee Reports -- Items Previously Sent to the Board (Begin with committees that have action items that allow time for questions on other committees’ reports. Remember, committees do not need to be on every agenda if they have not sent out a report or have no action items.)

Old (Unfinished) Business (Items that have been postponed from or not finished from previous meetings are handled here)

New Business (This is an opportunity for a board director to bring up items that have not been placed on the agenda. In the case of major issues, there likely would not be enough time for a thorough discussion of theitem. The board could agree that such an issue would be scheduled for discussion at future board

meeting or delegated to the appropriate committee for initial discussion with a report back to the board

at a future meeting.)

Evaluation of the Meeting (This can be a quick, two-minute appraisal. Board directors answer to questions: "What went well?" and "What did not?" -- Also see Board Meeting Feedback Form on next page of this document)


Committee Chair Job Description

Attend all committee meetings.

Call and preside over meetings of the committee.

Set the agenda for committee meetings.

Record decisions and recommendations made by the committee.

Report the committee’s activities and recommendations to the executive committee or the full


Invite the chief executive and board chair to attend committee meetings.

Work with the chief executive and board chair to decide who should serve on the committee.

Delegate responsibilities to other committee members and encourage their full participation.

Evaluate the work of the committee with other committee officers, the board chair, and the

chief executive in concert with the organization’s strategic plan.

Executive Committee

The Executive Committee is commissioned by and responsible to the Board of Directors to function on

behalf of the Board of Directors in matters of emergency and in interim periods between regularly

scheduled Board meetings. The Executive Committee shall have and exercise the authority of the

Board of Directors provided that such authority shall not operate to circumvent the responsibility and

authority vested in the Board of Directors by the By-laws, and any action taken is to be ratified by the

Board of Directors at its first subsequent meeting.

Appointments and Composition

1. The Executive Committee shall be composed of the President, Vice-President, Secretary, and

Treasurer of the Board and one at-large member.

2. The Chair of the Executive Committee shall be the President of the Board of Directors.

3. The President, Vice-President, Secretary, Treasurer and one at-large member shall be elected in

accordance with procedures set forth in the By-laws of the organization.


1. Meet to draw up an agenda for meetings of the full Board of Directors.

2. Make decisions on behalf of the full board as needed which cannot wait for the full board or on

matters delegated to the Executive Committee by the Board of Directors.

3. Maintain effective communication with the committees of the organization.

4. Coordinate the annual planning and budget process of the organization in conjunction with the

Finance Committee and the CEO.

5. Annually review the performance of the CEO according to the procedures outlined in the Personnel

Policies of the organization. (The CEO, in turn, is responsible for the annual performance review of

other staff.)

6. Respond to the call of the Board President or CEO for emergency meetings to deal with special

problems between regular Board meetings.

7. Annually submit objectives as part of the planning and budgeting process.

8. Annually evaluate its work as a committee and the objectives it has committed itself to and report

on same to the Board of Directors.

9. Report to the Board of Directors at regular meetings of the Board in a manner determined by the


Nominations Committee

The purpose of the Governance Committee is to build and maintain a strong Board for the

organization. The Committee will establish and drive a continuous improvement process in order to

help the Board and individual Directors become more valuable as strategic assets of the organization,

contributing to our long-term success

Appointments and Composition

The members of the Governance Committee shall be board directors appointed by the President with

the advice and consent of the Board in accordance with the By-laws.


1. Review the structure and size of the Board and the Board committees. Periodically, review with the

Board the appropriate skills and characteristics required on the Board in keeping with the strategic

direction of the organization.

2. Identify and consider candidates for Board membership. On behalf of the Board, assess the skills

and experience of prospective Board members. Present candidates to the full Board for


3. Review the institutional and other affiliations of directors and director candidates for possible

conflicts of interest. Investigate any potential conflict of interest involving a director and make a

recommendation to the Board for resolution.

4. Keep up to date on developments in the corporate governance field. Annually review and assess the

corporate governance practices of the Board and recommend any proposed changes to the Board

for approval.

5. Plan Board education including new member orientation, education of Board members and Board


6. Plan training and education of the Board related to governance roles and responsibilities and with

respect to bridging Board knowledge gaps

7. Conduct assessment/evaluation of the Board, the Chair, individual directors, including each

director's self-assessment, and Board meetings/sessions

8. Evaluate and monitor governance structures and processes, including policy development and

processes for Board monitoring/oversight of operations

9. Identify leadership development opportunities fro existing and potential Board members to

maximize member's contributions.

10. Report to the Board of Directors at regular Board meetings in a manner determined by the Board.

11. Annually submit objectives as part of the planning and budgeting process.

12. Annually evaluate its work as a committee and the objectives it has committed itself to and report

on same to the Board of Directors.

Finance Committee

The Finance Committee is commissioned by and responsible to the Board of Directors. It has the

responsibility for working with the CEO to create the upcoming fiscal year budget; presenting budget

recommendations to the Board; monitor implementation of the approved budget on a regular basis and

recommend proposed budget revisions; recommend to the Board appropriate policies for the

management of the Corporation's assets. The Finance Committee shall be assisted by the CEO.

Appointments and Composition

1. The members of the Finance Committee shall be the Treasurer of the Board who shall serve as

Chair, the President who shall serve as an ex-officio member, together with other directors

appointed by the President with the advice and consent of the Board in accordance with the By-



1. Review, and recommend to the board for approval, an annual budget for the organization in

collaboration with the CEO and the CFO.

2. Also in collaboration with the CEO, review, and recommend to the board for approval and

annually revise, a three-year financial forecast and long-range financial plans based on the forecast.

3. Review grant proposals when required by funders, and when necessary, recommend action by the


4. Review all non-budgeted expenditures over a set dollar amount to be determined by the board of

directors and recommend action to the board.

5. Annually submit objectives as part of the planning and budgeting process.

6. Annually evaluate its work as a committee and the objectives it has committed itself to and report

on same to the Board of Directors.

7. Arrange for an annual audit with submission of same to the Board.

8. Report to the Board of Directors at regular meetings of the Board in a manner determined by the


Fund-raising Committee Description

The Fund-raising Committee is commissioned by and responsible to the Board of Directors

to assume the primary responsibility for raising non-grant funds to meet the budget of the organization.

The Board of Directors, in consultation with the Fund raising Committee, Finance

Committee and Executive Director, will determine the fund raising goal for the Resource Development


Appointments and Composition

1. Appointments of the Chair and members of the Resource Development Committee shall be

appointed by the President with the advice and consent of the Board in accordance with the By-

laws. Committee.

2. The Chair of this Committee shall be a member of the Board of Directors.

3. Members of this committee shall be members of the Board of Directors, subject to the conditions

stated in the by-laws. Additional committee members may be appointed and need not be members

of the Board of Directors, subject to the conditions stated in the by-laws and any relevant board



1. Develop an annual fundraising plan that will generate the funds needed to meet the non-grant

fundraising goal.

2. Develop the necessary sub-committee systems to successfully carry out the fundraising events and

activities that are part of the annual fundraising plan; supervise the functions of the sub-


3. Develop a plan for involving Board members in the non-grant resource development activities of

the organization.

4. Investigate new resource development projects and activities for possible future use.

5. Annually submit objectives as part of the planning and budgeting process.

6. Annually evaluate its work as a committee and the objectives it has committed itself to and report

on same to the Board of Directors.

7. Report to the Board of Directors at regular meetings of the Board in a manner determined by the


Board Self-Assessment

1. Is the board ready?. The self-assessment process is designed to make a reasonably well-

functioning board do better.

2. Decide, as a board, to conduct the assessment. Buy-in is crucial. Allow time to discuss initial

concerns, questions and suggestions.

3. Decide what information will be collected and by whom. Assign preparation to a committee.

4. Agree on standards in advance. Be sure to decide whether the assessment will address board

performance, individual member engagement or both.

5. Decide whether to use a consultant or outside facilitator, such as a former board member.

6. Examine a few standard instruments. Then decide whether to adapt one of them or to develop a

new form. Either way, keep it short.

7. Distribute the instrument.

8. Ensure confidentiality by using a third party, such as a former board member, to receive and

compile the self-assessment forms. Experts say board members should see only the compiled

data, but this approach may not be right for your organization.

9. Compile, analyze and present a written report.

10. Discuss the findings. Remember to celebrate successes.

11. Identify and implement a few practical goals and achievable action steps that will lead to better

board performance and more satisfying board service.

Proven Practices for Building a Future-Focused Board

For a nonprofit organization to succeed, it must have a board that is committed to the organization's

mission, possesses substantial leadership skills and expertise, sets policy that guides the nonprofit

organization's work, and evaluates both the nonprofit organization and itself with an eye toward

continuous improvement.

This resource packet includes tools for implementing some of the best practices and techniques being

used today to strengthen the governance capacity of nonprofit boards. Applying these best practices

will lead to immediate improvements in your board’s functioning.

1. Written individual board and officer role descriptions.

2. Align key board processes with strategic plan -- especially board recruitment and committee


3. Just-in-time Board Orientation.

4. Effective Meetings: Use of Consent Agenda.

5. Committee Effectiveness.

6. Organizational Dashboard.

7. Board Leadership Succession Plans.

8. Board Assessment including Board Meeting Feedback Form.

9. Governance Committee.

10. Incorporate strategic deliberation into board meetings

Individual Board Member Self-Review Form

Your name: _____________________________________________________

Part 1 Are you satisfied with your performance as a board member in the following areas: (rate your performance in spaces that apply below)

Your own attendance at board meetings?

Very Good ~~~*~~~ Adequate  ~~~*~~~ Needs Work

Your input in policy development and decision-making?

Very Good ~~~*~~~ Adequate  ~~~*~~~ Needs Work

Your attendance at committee meetings?

Very Good ~~~*~~~ Adequate  ~~~*~~~ Needs Work

Your participation in fundraising?

Very Good ~~~*~~~ Adequate  ~~~*~~~ Needs Work

Your strategic relationship building?

Very Good ~~~*~~~ Adequate  ~~~*~~~ Needs Work

Other ________________________________________________________________?

Part 2 What factors contributed to your performance or lack of performance in the areas

above: (please be specific)

Part 3 Here's what I would need from the board to maintain/increase my level of board


Part 4 Do you have any other comments or suggestions that will help the board increase

its effectiveness?

Board Meeting Feedback Form

Board Meeting Date: _________________

Please complete this form before leaving today. Circle the appropriate rating for the points listed below:

Were the issues discussed substantive and focused on governance matters rather than operational issues?

︠Excellent ~~~~O~~~~ Good ~~~~O ~~~ Fair

Was the meeting characterized by action/decision-making versus passive listening to reports?

Excellent ~~~~O~~~~ Good ~~~~O ~~~ Fair

Was the discussion future oriented?  

Excellent ~~~~O~~~~ Good ~~~~O ~~~ Fair

Were the materials provided helpful in understanding/resolving the issues?

Excellent ~~~~O~~~~ Good ~~~~O ~~~ Fair

In general, please rate the effectiveness of today’s meeting. What was the most valuable contribution the board made TODAY to the long-term welfare of the Harlow Gallery and the people we serve?

Based on today's discussion, what are the most important topics we should address at our next


How can our next meeting be more productive?

Please write additional comments below:

Board Member Position Description and Agreement

1. Attend regular meetings of the board, which are each approximately two hours in duration. The

board meets at least eight (8) times per year. Be accessible for personal contact in between board


2. Provide leadership to board committees. Each board member is expected to serve as an active,

ongoing member of at least one committee. This requires a number of meetings per year plus

individual committee task completion time. Presently committees include fund development,

strategic planning, board development, personnel, finance, and executive.

3. Commit time to developing financial resources for the organization. This includes making a

personally meaningful financial gift as well as supporting other fund development activities of the

organization in a manner appropriate for board members.

4. Responsibly review and act upon committee recommendations brought to the board for action.

5. Prepare in advance for decision-making and policy formation at board meetings; take responsibility

for self-education on the major issues before the board.

6. Participate in the annual board member self-review process.

7. Participate in the annual board development and planning retreat held in April of each year.

8. In general, utilize personal and professional skills, relationships and knowledge for the

advancement of the organization.

I am aware that this board member position description is an expression of good faith and provides a

common ground from which board members can operate. Additional information on organizational

mission and board responsibilities is contained in the board orientation materials and bylaws which I

have read.


Board Member’s Signature



Board Leader Succession Planning Checklist

□ Our organization has a strategic plan to which it is committed

□ Board roles and responsibilities have been documented and reviewed

 Board member job description

 Chair job description

 Conflict of interest guidelines

 Board members code of conduct

 Board committee roles descriptions

 The future skills and talent composition of the board have been assessed in light of the our organization’s future board leadership needs

 Organizational expertise

 Representation

 Community /issue knowledge

 Fund raising ability

 Commitment to goals

 Interpersonal and teamwork skills

□ We have a board recruitment plan

 We have a three year board recruitment/board succession outlook

 A standing recruitment or nominations committee is in place and reporting at least three times a year

 A board member prospects list has been developed and is up to date

 Our recruitment package is up-to-date

 Information on our board, board member duties and on the nomination or recruitment process is on our website

 We are using our committees as stepping stones to the board

□ We have taken steps towards a more diverse and multi-generational board

 Our recruitment plan includes diversity goals reflective of our mission

□ We have a board development/education plan

 We will be conducting a board self-evaluation and will act on the results

 We have planned ___ lunch and learn sessions for board and staff

Adapted from: 2008 Federation of Community Organizations & Non-Profit Sector Leadership Program, Dalhousie University Halifax Nova Scotia

Exit Interview Questions For Board Directors

At the end of their term of board service, conduct an exit interview with board directors. The ideas and feedback received will be a valuable resource for board improvement efforts.

Why did you originally agree to serve on the board?

Was your understanding about the requirements of serving consistent with

your actual board experience?

What suggestions would you make for improving the way the board


What are your feelings about leaving the board?

What did you like best (and least) about serving on the board?

What advice would you offer to incoming board directors?

If you could do the job over again what would you do differently?

Strategic Planning Roles

Board of Directors

1. Sets overall direction and communicates that direction to the organization

2. Formally approves the strategic plan

3. Assures alignment of overall staff, board and committee planning

4. Assures that strategic plan guides board recruiting efforts

5. Identifies continuing and current priorities and develops organization’s financial plan accordingly

6. Establishes procedures to facilitate committees’ response to the strategic plan

7. Evaluates and updates strategic plan

8. Revises mission, vision, goals, strategic directions, and priorities

9. Establishes criteria for successful outcomes and monitors outcomes to assure quality and

impact on an ongoing basis

10. Conducts annual self evaluation

Board President (and Vice President/President-Elect)

1. Defines activities in support of organization’s strategic directions

2. With Executive Director, guides Board interpretation of plan in relation to programs and other

critical activities (board leadership development, community relationship building, etc.)

Executive Director

1. Develops/updates environmental scan

2. Champions the mission and vision and provides continuity

3. Interprets plan to staff, stakeholders and general public

4. Completes annual report of organization’s and committees accomplishments in relation to

strategic directions

5. Assists president and board with development of implementation plan within defined areas of

board responsibility

6. Sets schedule and sequence for evaluation, review and updating of plan


1. Within the organization’s Strategic Plan, identify committee priorities that support goals and

strategic directions

2. Develop activities that support committee priorities

3. Complete annual report of committee accomplishments in relation to strategic directions.

4. Contribute to overall organization’s strategic planning process.

Board Development Strategies

1. Adopt the job description for individual board members, officers and committee chairs as

revised by the board and use this job description as part of board development activities

including recruitment, training and orientation, performance assessment and leadership

development of board members. (Pages )

2. Develop and affirm a clear definition of the roles and responsibilities of the board and

executive director. The three column format will be used. The purpose of this role definition

chart is to build and foster a mutually beneficial, supportive partnership between the board of

directors and principal. (Pages ) Also see Board Staff Time Allocation Graph (page )

3. Establish and operationalize the following standing committees: executive, governance,

resource development, and finance. Develop work groups and task forces as needed to enable

the board to do other work that is responsible for you. Committees and workgroups will have

written descriptions outlining their responsibilities and composition. (Pages )

4. Set an annual schedule for board meetings and standing committees responsible for major

decisions such as development of the budget, annual review and update of the strategic plan

and major decisions to be identified by the board and executive director. (Pages )

5. Annually conduct a self-assessment of board members utilizing the one-page form in the board

development packet. Use the results of the assessment to provide recognition and assure

accountability of board members. (Pages )

6. Implement the strategic board recruitment, orientation and development process as outlined in

the ABC Board Development Workgroup Report. This includes use of an exit interview when

board members leave the board of directors. (Pages )

7. The board president, executive committee and executive director will utilize the board meeting

planning process to design and conduct meetings of the board. The board approved meeting

process will incorporate use of a meeting agenda that emphasizes action and decisions

including a consent agenda. A meeting feedback form will also be used; the results will guide

future efforts to enhance board meetings. (Pages ) Also see Board Decision Flowchart (page )

8. Design and use an organizational dashboard to monitor progress of board and staff in

implementing the strategic plan. Performance measures in the dashboard will align with the

strategic plan. (Pages )