Leadership Orientation

R. Harris Board Orientation 1

Leadership Orientation


Topics

Purpose Mission, Vision Board-Staff Team Board Responsibilities Practical Board Tips The Officers Executive Committee Board Meetings

Recruiting Leaders Committees Financial Issues Goal Setting Risk Management Insurance Office Operations


Ground Rules

Ask questions as they arise. Think in terms of your role as a director;

responsible for the well-being and future of this organization.


Purpose of Board Orientation

In the US, there are 1.4 million non-profit organizations.

The average number of directors on a board is 19.

About 26 million persons serve on boards. Training tends to be categorized as “on the job.” To share key information about the organization.


Purpose of Board Orientation

To focus on the strategic direction, mission and goals of the organization.

To encourage questions and to explore opportunities for the organization.

To manage risks associated with leadership. The members and staff appreciate your

service on the Board.


The DBA’s Objectives

"To promote justice, its administration and its availability to all sectors of society; to support and assist the membership in the delivery of legal services; to uphold the honor and dignity of the bar and foster respect for the legal profession; to encourage a thorough and ongoing legal education; to promote prompt and efficient dispute resolution; to cultivate good relations among all lawyers of Denver; to perpetuate the history and tradition of the profession and to do all things necessary to further these objects and purposes."


Governance Organizational Chart

Members

Board of Trustees

Executive Committee

President


Staff Organizational Chart

Chuck Turner, Executive Director

Greg Martin, Deputy Executive Director

Dana Collier Smith, Assistant Exec. Director

Nona Powell, Program Coordinator

Penny Young, Reception/Admin.

Andrea Mueller, Reception/Admin.



Departments:

Communications – Stacy Chesney, Director

Mindy Marks

Finance – Janet Bauer, Director

Elisa Willard

Amber Vanden Hout

Internet & Technology – Mel Reveles, Director

Catherine McHughs



Departments (cont.): Law Practice/Risk Management – Reba Nance, Director

Michelle Gersic

Legislative Relations – Michael Valdez, Director Local Bar Relations/Access to Justice –

Kath Schoen, DirectorCheryl Law



Departments (cont.):

Marketing – Shelley Joksimovic, DirectorHeather ClarkBeneva Hansen

Metro Volunteer Lawyers – Debora Wagner, Director (DBA program) Anna Paschke

Codi Raymond




Public Legal Education – Carolyn Gravit, DirectorMeghan Secks

Sections & Committees – Melissa Nicoletti, DirectorErica DriverGretchen EoffRichard Dyrland




The Colorado Lawyer – Leona Martinez, Managing Editor

Tracy Rackauskas

Susie Vancura

Gaynor Bloom


The Governing Documents


The Tools of Governance

The Bylaws Articles of Incorporation Policies & Procedures Strategic Plan or Goals Budget for Current Year Position Statements or Platform


Board Responsibilities

Determine and understand the organization’s mission and purposes.

Ensure organizational planning and goal setting.

Manage the organization’s resources. Determine, monitor and strengthen

programs and services for members.


Board Responsibilities

Promote the organization’s image. Ensure legal and ethical integrity in the

organization. Help recruit new leaders. Assess and measure organizational

performance.


The Board - Staff Relationship

Two Elements, One Team Board focuses on governance; being

visionaries; strategically moving forward. Staff manages the day to day operations. Consider it a partnership, alliance,

collaboration between board and staff to achieve the goals of the organization.

Avoid micromanagement.


Practical Steps for Bd. Service

There are practical steps that make board service more effective and the outcomes more rewarding.


Practical Steps for Bd. Service Attend all board meetings. Start and end meetings on time. Study and understand the mission statement,

bylaws, policies and goals. Prepare for meetings by reviewing the agenda

and supporting documents. Treat information and discussions as

“confidential.”


Practical Steps for Bd. Service

Promote the organization to others.

Recruit future leaders to help govern the organization.

Stay current on issues and trends impacting the organization and the membership.

Readily communicate with the office for needed information and assistance.


The Officers

The officers have special duties described in the bylaws.

In many associations, the officers make up an “Executive Committee.”


Role of the President

Serves as chief elected officer of the organization.

Presides over all meetings or designates a person to do so.

Interfaces with the chief staff officer (executive director).

Appoints committee leaders in accordance with bylaws.


Role of the President-Elect

Serves in the absence of the president.

Performs such duties as identified in the bylaws or assigned by the president.

Co-Chair the Barristers Benefit Ball


Role of 1st Vice President

The 1st Vice President serves as chair of the Budget Committee.


Role of the Treasurer

Oversees all funds and financial records. Prepares an annual budget for approval. Keeps records of all income and expenses. Responsible for filings required by law

associated with finances. Performs such duties as identified in the

bylaws or assigned by the president.


Role of the Past President

Adds continuity to the board, especially during transition.

Assists the elected president as needed.


The Board of Trustees

The board shall manage the affairs of the association, supervise the work of all committees, have general supervision of the property of the association, keep a record of its proceedings relative to the finances and property of the association, and shall report to the members any business which, in the judgment of the board, requires action by the association.


Financial Responsibilities

The board should carefully review all financial reports.

The treasurer should prepare and propose an annual budget.

The treasurer, with staff assistance, will present a financial report for the previous period, at each meeting.

An annual audit should be performed by an independent accountant.


Committees

Standing Committees - found in the bylaws, are ongoing.

Ad Hoc & Task Forces - appointed as needed, disbanded upon completion of task.


Board Meetings

Preparation Notice and materials will be distributed well in

advance of meetings. Review the agenda to determine how you

should prepare for the discussions. Prepare any written reports and provide to staff

in advance of the meeting.


Board Meetings

The Agenda The agenda is prepared with the input of the

chief elected officer, staff, with consideration of current issues, member needs and pending business.

If you have input for the agenda, be sure to provide it to the chief elected officer, or staff, well in advance of the meeting.


Board Meetings

Minutes Minutes are a legal record of the meetings. They are not a record of side conversations or a

reminder document for leaders and staff. The minutes are to be approved at the next

convened meeting of the board.


Board Meetings

The Rules of Order Procedural rules are used to maintain order at

meetings. All persons must be recognized by the chair

before speaking. Time limits may be set on certain topics. Learn the basics of rules of order to be sure

motions and procedures are understood to your benefit.


Recruiting Leaders

A responsibility of board members is to identify future leaders.

The nominating committee plays a key role, but so does every board member.

Training programs encourage and help recruit leaders.

Committees are a source of future leaders.


Goal Setting

Limit the number of goals to 4 to 6 so that resources are not exhausted and success in achieving them is more likely.

Within the goals should be strategies as to how the goals will be achieved.

Within the goals and strategies should be tasks assigned to committees, volunteers, staff and outsourcers.


Outcome Oriented Goal Setting

Goal statements should include an action verb. (Retrain and recruit members…..)

They should be simple, clear, understandable. Goals include measurable quantities and

timeframes. Goals must be reasonable, manageable. Goals focus on the end, not the means to the

end.


Goals Set in a Strategic Plan

Most organizations have a strategic plan that can be used as a road map for the leadership and staff.

A strategic plan should be updated annually or every other year.

The plan allows members and prospects to see the direction of the organization and understand better the ROI - return on investment.


The Strategic Planning Process

Determine the value of creating a plan or updating an existing plan.

Identify a facilitator experienced at strategic planning.

Include key stakeholders in the planning process, in addition to the board and staff.

Conduct a member survey to determine strengths, weaknesses opportunities and threats.


The Strategic Planning Process

Set aside a time specifically for planning. Draft the plan and circulate it for additional

input from key stakeholders. Formally adopt the plan and promote it as

the future direction and services of the organization.

Promote and implement the finished product.


Discretionary Expenses(net of Revenue for Docket and MVL)

MVL39% Section & Committee

10%

Membership10%

PLE8%

Comm. (includes Docket)26%

YLD4%Committees

3%


DBA Member Survey Results – May 4, 2007

1. What challenges do you currently face in your law practice? (456 responses):

Top 5 Answers – Time Management Client Development Finances Personnel/Staffing Work/Life Balance


2. Where should bar resources (staff time/money) be allocated?

Top number is the count of respondents selecting the option.Bottom % is percent of the total respondents selecting the option.

More No change Less

Metro Volunteer Lawyers (MVL) - Pro bono help for low-income people

23948%

22645%

326%

"The Docket" - DBA's monthly publication

377%

37275%

8517%

Public Legal Education - Clinics, mock trials, school programs

17636%

28257%

367%

Social/networking opportunities

10121%

30261%

8918%


3. Please list 3 things you associate with the Denver Bar Association (434 responses):

Top 5 Answers – “The Docket” CLE MVL Pro bono activities Social events


4. How should the Bar Association be involved in ballot/legislative issues that relate to lawyers and the judicial system?

the Bar should not be involved 47 9%

the Bar should only lend its name, not money, in support/opposition

82 16%

the Bar should lend its name and money - as approved by the Board - in

support/oppostion329 66%

Other, please specify 61 12%


Other responses to question 4 include:

The DBA should solicit input and have forums Amore democratic way to lend name, money, etc Name, $ and effort for legislatives issues re legal system Depends on what you mean by "relate" Pro and con of ballot issues set out in docket Only if members agree/vote on it Bar should sponsor pro/con speakers/issues forum DBA should publicize these issues to the Bar On the fence because of members disparate views Support only w/ membership vote per issue Be reluctant to insinuate ourselves - bipartisan? It would be difficult to represent all views The real question? Depends on Circumstances With disclaimer that not all members agree Name primarily - money only when majority affected The Bar has an obligation to educate the public Only in issues directly involved with profession Narrow involvement on judicial process matters. Tough question. Depends on issue & member support The Bar should educate its members about issues

As appropriate $ support for "system" improvement, not issues Only if issue is non-political, affects all lawyer Keep members informed of issues & opportunity for involvement


5. What are some of things you would like to see the Denver Bar Association do, or offer, that we currently do not? (272 responses):

Top 5 Answers – More CLE – affordable programs, online CLE, legal research

CLE, ethics CLE Even stronger support of the judiciary More focus on mentoring – young lawyers, law students More public education – judicial system, local elections More focus on solo & small firm practitioners


Measuring Performance

“How do we compare?” is a common query of board and staff.

There are numerous ways to measure performance.

How does the organization measure performance?

Consider these options…..


Measuring Performance

Compare the organization with the operating ratios (budgets) of similar organizations to measure income and costs.

Survey members to determine satisfaction. Seek an outside performance review by a

committee or professional experienced in conducting operating assessments.


Risk Management

There is risk associated with board service.

Insurance is one way to minimize risks.

Consider a Risk Management Strategy to protect the organization.

The Volunteer Immunity Act may not cover all risks associated with the organization.


Volunteer Immunity LawsOften Misunderstood Fed. Volunteer Protection Act passed in 1997. Adopted by most states. Indemnifies volunteers if they act of behalf of

organization with good judgment. Does NOT cover any criminal activity, nor negligence. Does not prohibit lawsuits. Protects organization for up to the extent of the assets

of the organization.

Does not eliminate the need for insurance!


Common Insurance Coverages

General Liability - covers property damage. Directors and Officers Liability (D&O) -

covers the actions of the leadership, for example antitrust violations, wrongful hiring, etc.

Meeting Cancellation - covers canceled meetings and the loss of anticipated profits.

Fidelity Bond - covers employees stealing assets.


Risk Management Strategy

Evaluate the activities of the organization that cause risk; for example: Do you serve liquor at meetings? Do you discuss prices or factors that may

violate antitrust laws?

Can you reduce the risks or insure against claims?


Risk Management Strategy

Evaluate the organization’s risk.

Eliminate risks as much as possible.

Purchase insurance to minimize risks.

Constantly review the potential risks and work to minimize them.


Board Legal Considerations

Duty of Care Good business judgment at all times. Due diligence in decision making.

Duty of Loyalty Avoid conflicts of interest.

Duty of Obedience Faithful to the mission and goals. Follow the governing documents.


Risk - Special Precautions*

Antitrust Avoidance Have an antitrust avoidance statement on file. Let legal counsel review activities, minutes.

Apparent Authority Committees/Sections may not usurp the authority of the

Board or chief elected volunteer.

IRS Issues Unrelated Business Income Tax Public request for tax returns.


Office Operations

Hours of operation. Meeting the staff and their roles. Phones, addresses, website, etc. The publications.


Thank You for Serving! The board experience should be a positive one. The board is the caretaker of the organization. The board speaks as a whole, no board member

should have more input or authority than others. Always ask questions as they arise. Thank you for serving on the board!