La Plaza Telecommunity

Board Training Program

1998/ Paul K Crafts

I. Overview

A. Introductions

B. Objective - to develop a clear understanding on the part of the Board of Directors and its members of the Board's:

1) purpose

2) roles

3) responsibilities

4) structures

5) processes

C. Format -a series of one hour sessions preceding each Board meeting which will consist of:

1) didactic presentation

2) questions & answers

3) group discussion

4) problem solving

D. Topical Agenda - the training program consists of a series of topical presentations and discussions including:

1) boards of directors

a) overall purpose

b) character and composition

c) duties to the community

d) organizing principles

2) structures of the board

a) bylaws

b) officers

c) committees

d) agendas and meeting protocols

3) continuing duties

a) policy setting and review

b) asset management and reporting

c) fund raising and development

d) staffing and organizing; the executive interface

e) strategic planning, program development

f) community representation and involvement

4) additional board developmental issues specific to La Plaza Telecommunity

II. Limitations & Exclusions

A. Professional Advisors

B. Duality of Interest

C. Trainer/Coach/Consultant

D. Underlying Processes on the table/historical influences/communication

III. Conceptual Issues

A. Concept --"The Board of Directors"

1) there must be a person, a "corpus" in charge (responsible) to be held accountable

2) individuals do business as sole proprietors, partners, etc.

3) for profit "groups" = corporation shareholders/board/staff produce the product-service/make a profit/pay taxes

4) substitute "community service" for "profit making" and "tax paying" = there still must be a "corpus" in charge

5) not for profit = corporation = community /board/staff produce the product-service/serve the community

B. Concept --"The Community"

1) tax exemption comes from serving the community at large

2) "community service" requires defining a subset of the larger community

a) those to be served ( eligible consumers )

b) those being served (actual consumers)

c) those organizationally involved / committed (members )

3) Each suggests different form of governance

a) board is usually "self-perpetuating"

b) board often formed of constituent group representatives

c) board generally elected by the members

C. Concept --The Board is "Accountable"

1) to whom --

a) governmental agencies/ courts etc-- the "community at large"

b) those actually involved or engaged -- the " community served"

2) for what --

a) fulfilling the purposes of the charter / articles

b) complying with all applicable laws and regulations

c) fiduciary competence

d) service quality

e) contractual integrity

D. Concept --The Board is the "Sum of its Members"

1) why serve --

a) community service (donor of time/$$)

b) professional service (special expertise)

c) self-interest (beneficiary /representative/social needs)

2) who serves --

a) community activists / donors

b) professional / technical / specialists

c) service consumers

3) member roles & responsibilities

individuals (not "officers") are "powerless"

b) are responsible for individual conduct

c) honoring the organization's mission/protocols d) avoiding "self-dealing"

e) acting as a "reasonable person"

IV. Characteristics of Effective Boards

A. Essential Attributes

1) Diversity

2) Structured

3) Member Involvement

4) Knowledge

5) Rapport

6) Sensitive I

7) Sense of Priorities

8) Direction

9) Financial Support

10) Board-Executive Relations

11) Productive (Efficient)

12) Accomplishment (Effectiveness)

B. Information Flow

1) Formal

a) Board & Committee Meetings

b) Interim Reporting

2) Informal

a) "off-line" vs. "on-line"

V. General Duties of the Board

A. Provide

1) linkage

2) expertise

3) energy

4) continuity

5) oversight

B. Through Actions & Behaviors

1) support the mission of the organization

2) ensure that the organization is responsive to service community

3) attend board/committee meetings and participate actively 4) plan for the organization's future

5) evaluate organizational effectiveness

6) ensure that the organization is adequately fmanced, funds are appropriately allocated and managed

7) select and evaluate senior management and ensure organization is effectively staffed and support them in their work

8) represent the organization in a positive manner

C. By Setting Policy Effectively

1) governing

a) mission / philosophy / goals

b) board formulation and approval

2) operating

a) current objectives / plant and personnel

b) board approval

3) administrative

a) procedures and practices of the working environment

b) board awareness

D. By Evaluating Organizational Effectiveness
-- Annual Performance Reviews

1) operating plans and budgets

2) financial position and audits

3) mission statement and strategic plans

4) Bylaws

5) Performance Evaluations

a) board

b) executive

E. By Evaluating Service Quality and Customer Satisfaction
-- Continuous Performance Reviews

1) Service Quality

a) performance measurement

b) technical or production standards
-internal
-external
-Total Quality Management (TQM)

2) Customer Satisfaction

a) feedback systems/measurement

b) direct such as:
surveys, complaints and grievances

c) indirect such as:
renewals, general reputation

3) External Reviews

a) granting agencies

b) regulatory agencies

c) commissioned reviews
-audits
-legal
-insurance

4) Responses

a) staff

b) executive

c) board member

d) board meeting

VI. Board Structures and Essential Tools

A. The Mission Statement

B. The Bylaws - "The Rules of the Game

C. Robert’s Rulse - "The Rules of Procedure"

D. Officers

1) President

2) Vice Presidents

3) Secretary

4) Treasurer

5) Executive

E. Committees

1) Standing/ Ad Hoc

2) Membership/Chairmanship

3) Authority / Procedures

4) Typical (but not minimal)

a) executive

b) audit

c) budget

d) finance / investment

e) compensation/personnel

f) nominating

g) membership

h) development/fund raising

i) planning

j) external relations

F. Meetings

1) Purposes and Frequency

a) information

b) oversight

c) action / approvals

d) motivation / alignment

e) regulatory compliance

2) Informational Items / Action Items

3) Agendas and Agenda Items

a) approval of minutes / secretary
the "collective memory"
narrative/action
who/where/when and what

b) financial reports / treasury
the "financial statements" balance sheets / income-expense
(YTD, current period, as compared to budget), cash flow

c) administrative reports
general operating/ executive technical / staff

d) committee reports/minutes

e) old business / new business

f) other items

VII: Job Description: Member of the Board of Directors

A. Support the mission of the organization and ensure that the organization is responsive to the population it serves.

B. Attend board meetings regularly and participate actively as a committee member and officer .

C. Understand the policy-making role of the board and support the administrator in his/her role to implement that policy.

D. Plan for the organization's future and evaluate the current status of the organization's effectiveness.

E. Ensure the organization has adequate finances and that the money is responsibly allocated.

F. Select and evaluate the chief executive officer / administrator

G. Represent the organization in a positive manner and support the administrator .

VIII. Strategic Planning and Development

A. Vision / Mission Statements

1) As a "Travel Destination"

2) As an Umbrella

3) Length of the View

4) The Mission of La Plaza

B. Strategic Plans

1) As a "Road Map"

2) As a Violin String

3) The Planning Process

a) general reviews
-economic / business climate
-regulatory climate
-competitive climate –technology

b) SWOT Analysis
-strengths /weaknesses / opportunities / threats

c) customers
-identification
-current / new opportunities -wants / needs
-customer driven organizations

d) implementation
-what resources are required
-when should it be done
-who should do it

4) Information Sources

a) industry data bases/benchmarking

b) internal performance measures

c) internal and external "expert" assessment

C. Operating Plans

1) As a "Driving Schedule"

2) The Tactical Plan

3) Length of the View

4) The Operating Plan of La Plaza

D. Related Concepts

1) KISS Systems

2) Course Corrections