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Summer 2013

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Avoiding Board Orientation Bob Harris, CAE "Can you help me convince my board that orientation is important?" It's a frequent question from executive directors asking for assistance to improve governance; they are pitted against a board that calls orientation "a waste of time." Few volunteers arrive at the board table trained in the role of governance. Some directors say, "I'll just observe for six months before I say anything." Often board members think they are selected for their successful management. Nothing could be further from the truth. While they may represent the best from their community, business or practice, being a good manager does not make a great board member. Directors are selected for the purpose of governance. When they accept the position, they agree to advance the organization, protect the assets and serve the members. They serve as fiduciaries1. Directors characterize their role as "voluntary" and the organization as "nonprofit." They seldom describe themselves as the trustees of a corporation. Volunteer Mentality There are reasons that board members do not understand the extent of their responsibilities: • Flawed Nominating Process – Seldom does a nominating committee fully describe the duties of board service. Nominees should receive a copy of the leadership manual or at a minimum the strategic plan, budget and bylaws so they understand the parameters of the job. • Honored to Serve – Most volunteers are honored to be asked to serve, so they accept without knowing the requirements. Enthusiasm should not be a blinder to the duties of governance. • Old Leadership Manual – Many organizations have no board notebook nor provide a board portal to access documents. Directors can only fulfill their duty of obedience by having access to information. • Waste of Time – An organization skips orientation because the last one was considered a "waste," too few directors attended, or it was "too expensive." Orientation should occur annually and can be accomplished in about two-hours. It is a small price to pay for a high performing board. • They've Heard it Before – A complaint of executive directors: "They won't listen to me." If that's true, find a respected colleague, attorney or another professional to lead the orientation. • Nothing has Changed – "We didn't do orientation because we only have a few new directors and things are about the same." The nonprofit environment is rapidly changing, influenced by the economy, technology and generational differences. With a new scrutiny on boards, increased expectations of members, new technology applications and competition, orientation is an ideal time for candid discussions. In addition to imparting knowledge, orientation should include identification of conflicts of interest, understanding of antitrust avoidance measures, discussion of risk management and clarification in the volunteer – staff distinctions. Note: Bob Harris, CAE, provides free governance and management tools at www.nonprofitcenter.com. He can be contacted at bob@rchcae.com. A fiduciary duty is the highest standard of care. A fiduciary is expected to be loyal to the organization and the members or stakeholders to whom he owes the duty; he must not put his personal interests before the duty, and must not profit from his position as a fiduciary. 1 SUMMER 2013 | CONNECTIONS 19

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