The Role of Board Members at NCF

Responsibilities of a ‘Governance’ Board

Guidelines to Minimize Risk of Personal Liability

Introduction

Many people find service as a board member of a not-for-profit organization to be a fulfilling way to “give back” to the community – a way of sharing the experiences and wisdom accumulated through decades of life and career experience.

Prospective board members come from all walks of life and bring varied experience to the Board. The ability to understand financial reporting and to make business decisions is essential, and often board members have subject-area experience, for example, experience in management or law. Collectively, board members have the experience to recognize and approve plans and strategies that will move the organization toward its goals.

NCF is structured with a ‘governance’ board, where day-to-day operations are handled by staff and volunteers, under the management of the Executive Director. The Board sets the mission, vision, principles, and broad policies that guide the Executive Director. The Board is responsible for employing and evaluating the Executive Director, and for monitoring macro parameters that measure the operation of NCF. The Executive Director works with his/her staff to develop material (eg., strategic plans, budgets) for the Board’s consideration and approval -- Board members do not do that work themselves, but collectively have the experience to recognize and approve plans and strategies that will move the organization toward its goals.

Board members are expected to contribute time, experience, and effort for the betterment of NCF. The amount of time or level of skill required of Directors is high.

Organizational Roles

If you’d like to help NCF but are unsure how to help, the table below contrasts the roles of the board, executive director, staff, and volunteers at NCF. As you read the items, think about what activities most suit your experience and interests.

BOARD	EXECUTIVE DIRECTOR	PEOPLE WORKING WITH EXECUTIVE DIRECTOR (staff and volunteers)
Is accountable and legally responsible for the organization	Manages day-to-day operations of the organization	Carries out the work of the organization
Promotes the organization in the community (eg., by using personal connections, and by explaining the vision, traditions, and mission)	Seeks community support and understanding	Represents ('interfaces') the organization to the community
Perceives changes in the community and adjusts NCF vision and mission to keep NCF relevant	Identifies needs the organization can meet	Understands the clients and the organization
Is steward of the long-term vision, mission, and traditions	Drafts long and short term plans consistent with the long-term vision	Contributes concise and accurate information to the planning process
Establishes a structure to carry out the Board's work (committees, consultants, etc)	Is an ex-officio member of all Board committees	Assists the Board committees with their work
Sets personnel policy; hires, counsels and evaluates Executive Director	Implements personnel policy; hires, supervises and evaluates staff	Accepts conditions of work as outlines in personnel policy; works as a profession in the team
Approves the budget and monitors the financial integrity of the organization	Prepares budget with Treasurer and manages the money	Identifies resource needs and accounts for expenditures
Monitors policies	Formulates/recommends policies	Identifies policy gaps and implementation pitfalls
Ensures procedures are established to implement policy	Directs policy implementation and administers the organization	Makes decisions within the policy guidelines and established procedures
Serves as a review panel, providing expertise, wisdom and an objective viewpoint	Provides professional expertise and objective reactions to the Board	Provides professional expertise and objective reactions to the Board and Executive Director
Maintains and builds Board	Supports the Board in fulfilling its role	Stimulates and educates the Board
Monitors the organization's operations	Reports to the Board and acts as liaison between Board and staff	Maintains required records and reports on program implementation
Evaluates the organization's operations	Evaluates program achievements	Provides feedback on program impact

NCF is a large group of people joining together to share costs and workload, doing something good for themselves and their community. Most volunteers would like to do something specific, eg., create a better web page, make the modems run better, help people get online, or assist in the office. There are many people supporting NCF by doing something specific, with their activity coordinated by staff, ranging from beginners to experts in their field. Volunteers with considerable experience help the Executive Director by managing people doing work, eg., project management.

Board members are stewards of members’ interests. This is a activity well-suited to people who have a lot of experience (especially business management experience) and are in a position to ‘give back’ to the community.

NCF started in 1992 with a “hands-on” board, where 15 board members did much of the work of the organization personally, as ‘super-volunteers’. As NCF grew to tens of thousands of members, the work of running the organization exceeded what volunteer hands-on directors could handle; the quantity and quality of work that could be performed by hands-on directors limited what NCF could do for members. An Executive Director was hired to manage and coordinate staff and volunteers. It soon became apparent that “hands-on” ‘super-volunteers’ ought to report to the Executive Director rather than be board members (‘boss’ of the Executive Director). NCF shifted to a ‘governance’ board of 11 members, with the Executive Director entirely responsible for day-to-day operations. To maintain perspective and to reduce conflicts, board members of a governance board ought not also be volunteers working for the Executive Director. Governance board members maintain a distance from operations so that they are available as a ‘court of appeal’.

Governance board members are outward-looking, focusing on NCF’s position within the community and its relations with partners and sponsors. They govern NCF by setting the vision and annual objectives for the Executive Director, and evaluate progress by monitoring key macro parameters (such as donation levels, membership count, and service quality), leaving details of how it’s done to the Executive Director and his team. Whereas originally the day-to-day focus and load was on NCF’s board, now the day-to-day focus and load is on the full-time paid Executive Director; the volunteer board is reasonably loaded, and willing to rise to the heavy workload required when a new Executive Director must be found, committee work is required, etc.

Do you have experience and skills to serve as a board member? Are you familiar with the operation of a governance board? Want to learn? NCF needs you!

Responsibilities of a ‘Governance’ Board

The responsibilities of a board include the follows:

Organizational Operations

Ensure that legal requirements are met and a strong board structure is in place
Establish the policies and organizational structure with which the organization will be run
Review, revise and recommend action on the constitution and bylaws
Act in accordance with the constitution and bylaws
Ensure that the organization meets standards (eg., fire, health, safety, insurance)

Planning

Decide the direction in which the organization will go in future years, both long and short range plans
Develop and maintain programs and conduct evaluations
Establish committees and set each committee’s mandate, composition, key responsibilities, authority and responsibility

Note: Staff may provide advice and may draft the planning documents for board approval

Financial Management

Ensure that the organization is managed well financially
Find sources of income to maintain the organization and to carry out programs
Approve the annual operating budget
Review the financial position and results at least quarterly
Develop and approve long-term financial plans

Community Relations

Interpret and support Board decisions in the community (including the general public, the people this organization represents, its members)
Project an effective and positive image
Maintain an on-going relationship and communicate with sponsors and donors
Develop awareness of the organization through newspapers, TV, radio, etc
Engage in appropriate co-operative action with organization which have similar objectives

Human Resources

Hire, supervise, evaluate and if necessary terminate the Executive Director
Define job descriptions for staff and board members
Ensure board effectiveness
Evaluate performance annually

Obligations of Board Members

Obligations of board members are defined by the Canada Not-for-profit Corporations Act and NCF’s Bylaws. The general guidelines below are from NCF’s Board Manual.

NCF directors are expected to:

To be a reasonably prudent person and avoid:

Self-dealing Voting on decisions which promote one’s own financial interest

Non-management Failing to use existing opportunities and controls which are already in place for good management; not taking any actions; failing to attend meetings.

Mismanagement Taking improper actions; misusing funds; not planning; not paying deductions at source and employee wages

To act in good faith towards the organization.

To manage the overall finances of the organization and understand the financial statements, audits, and budget, including being able to locate what has been budgeted and what has been spent, and whether or not there is any variance between those two amounts.

To keep confidentiality and to admit conflict of interest if it arises.

Conflict of interest        When a board member participates in discussion or decision-making about a matter which may benefit that member, directly or indirectly, regardless of the size of the benefit.

A conflict of interest should be declared in writing and include:
a.     The declaration itself that there may be a conflict of interest
b.     Disclosure of the nature and extent of the interest
c.     Disclosure of the nature and/or amount of benefit that may be received.

The disclosure must be recorded in the minutes and the board member must refrain from any discussion and voting.

Confidentiality It is the obligation of all board members and staff of a non-profit organization to keep secret any and all information which is given with the confidence and trust that it will remain private.

Much of the material above is based on information from BOARDWALK: Board Development for Community Organizations, a volunteer Board Development program of the United Way Ottawa-Carleton, in co-operation with the YMCA-YWCA of Ottawa; and from NCF’s Board Manual.