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Free Complete Toolkit for Boards Pt. 1


October 31st, 2006 

Corporations, whether for-profit or nonprofit, require a governing Board of Directors. Governing Boards have certain legally required duties, including duties of care, loyalty and obedience (some states use different terms). (In Canada, the duties of care and loyalty are specified.) Governing Boards can have a variety of configurations, eg, “working” (or hands-on, or administrative), “collective,” “policy,” “Policy Governance” (trademark of Carver Governance Design), etc. All are types of governing Boards. Some people believe in life stages of Boards, including that they 1) start out as “working” Boards where members focus on day-to-day matters in addition to strategic matters, 2) evolve to “policy” Boards where members focus mostly on strategic matters, and 3) eventually become large, institutionalized Boards that often have small executive committees and maybe many members some of which are “big names” to gain credibility with funders or investors.

Boards can have a broad range of “personalities.” For example, Boards of large for-profit and nonprofit corporations might be very formal in nature with strong attention to Parliamentary procedures, highly proceduralized operations, etc. In contrast, Boards of small for-profit, family-owned corporations might be very informal in nature and comprised mostly of members of the family, rather than of independent members (members from outside of the family and/or corporation).

Members of Boards of for-profit corporations are usually compensated monetarily. Members of nonprofit Boards are usually volunteers.

Recent illegal activities, particularly in large, for-profit corporations, have brought much attention to the roles and responsibilities of Boards, especially to their degree of effective oversight (”oversight” as in ensuring strong, effective organizations), ethical operations and approach to compensating senior executives. One of the more recent pieces of legislation regarding governance is the Sarbanes-Oxely Act. If you are new to the topic of Boards, you might read through the information about Board roles and responsibilities, staffing, committees and meetings, and then read about the Act that is included near the end of the Table of Contents for this topic.

Materials in this topic apply to both nonprofit and for-profit Boards in the USA and Canada.

Be sure to see the many general and specific resources for Boards in the USA and Canada, near the end of this Web page.

Many of the following materials in this Library topic are adapted from the guidebooks:

(NOTE: To understand how to work with Boards of Directors during consulting and organizational change, see the “Field Guide to Consulting and Organizational Development” for nonprofits or for businesses and government. This is a step-by-step, all-in-one resource for consultants and leaders. The resource comes with a 30-day, money-back guarantee.)

Table of Contents of This Library Topic
(categories below, are listed in the typical order of use)Board Roles and Responsibilities
Overview of Board Roles and Responsibilities
- - - Board Roles and Responsibilities
- - - Sample Job Descriptions
- - - Board and Staff Roles
- - - Advisory Groups
Legal and Insurance Considerations for Board Members

Documents — Charter/Constitution/Articles, Operating Rules, Policies, etc. Articles of Incorporation (or charters, articles of association, etc; — is governing doc. of org.)
Corporate Bylaws (Board's specification of corporation's structure and how it will operate)
Corporate Resolutions (is a single act of approval to approve, eg, contract, dues, etc.)
Board Policies (members' guidelines for working together, e.g., meetings, agendas, etc.)

Staffing the BoardJoining as, Recruiting, Orienting, Informing, Removing Board Members
- - - Joining a Board
- - - Recruiting and Orienting Members
- - - Informing Board Members (including Board manual and annual reports)
- - - Removing Members

Ensuring Successful CommitteesBuilding Successful Board Committees
- - - Description of Typical Committees
- - -
Ideas to Generate Participation
- - - Developing Advisory Groups

Ensuring Successful MeetingsBoard Meetings (agendas, on-line, executive sessions, retreats, etc.)
- - - Sample Meeting Agenda
- - - Sample Meeting Minutes
- - - Sample Board Attendance Policy
- - - Should the Board Hold Executive Sessions?
- - - Parliamentary Procedure
- - - Board Retreats
- - - On-Line Board Meetings

Evaluating the BoardEvaluating the Board of Directors
- - - Board Self-Evaluation
- - - Another Board Self-Evaluation Form
- - - Checklists and Principles to Evaluate Health of Board
- - - How to Remove a Board Member

Board and Staff RelationsBoard and Staff Relations

Evaluating Executive DirectorsBoard of Director's Evaluation of Chief Executive
- - - Guidelines for Evaluating the Chief Executive
- - - Sample Form to Use During Evaluation of Chief Executive
- - - Sample Executive Director Performance Improvement Plan

Board Orientation/TrainingBoard Orientation/Training

Board OperationsBoard Operations
- - - Startup Activities (to start the organization)
- - - Yearly Activities — Board Operations Calendar (specifies yearly activities and timing)
- - - Committee Activities — Committees Work Plans
- - - Meeting Activities

Accountability of BoardsThere has been a huge amount of information over the past five years or so in regard to accountability of Boards of Directors, including nonprofit and for-profit. The following links will get you started in reviewing the information.(Nonprofit)Sarbanes-Oxely Act (USA legislation) and Implications for Nonprofits
Sarbanes-Oxely Act: Alert for Nonprofits
Broadbent Report (Canadian Report)
(For-Profit)Sarbanes-Oxely Act (is for for-profits and nonprofits)

Founder's SyndromeThis syndrome occurs when the organization operates according to the personality of someone in the organization (usually the founder), rather than according to the mission of the organization. The Board can make a big difference in helping an organization to detect Founder's Syndrome and recover from the Syndrome.Founder's Syndrome: Getting Stuck in the First Life Cycle of An Organization or Program

General ResourcesFree, On-Line, Self-Paced Program to Completely Build/Strengthen Your Nonprofit
Additional On-Line Resources
Additional On-Line Articles
Board-Specific Resources in USA and Canada

Basic Guide to Nonprofit Program Design and Marketing
Nonprofit On-Line Discussion Groups and Newsletters
To Form Local Learning Communities to Learn This Topic

Free, On-line, Complete Training Programs That Include This Topic!For Nonprofit Organizations:This topic is also included in the Free Nonprofit Micro-eMBA learning module Building and Maintaining an Effective Board of Directors. This complete, “nuts and bolts”, free training program is geared to leaders, managers, consultants and volunteers who serve nonprofit organizations.

For For-profit Organizations:This topic is also included in the Free Micro-eMBA learning module Building and Maintaining an Effective Board of Directors. This complete, “nuts and bolts”, free training program is geared to leaders, managers and consultants who work with for-profit organizations.

Tell Your Friends! Local Professional Organizations!Tell friends and professional organizations about these free programs! Advertise them in your newsletters and web sites so that others can save training dollars, too!


Overview of Board Roles and ResponsibilitiesThe following information applies to for-profit and nonprofit Boards unless otherwise noted. Simply put, a Board of Directors is a group of people legally charged with the responsibility to govern a corporation. In a for-profit corporation, the Board of Directors is responsible to the stockholders — a more progressive perspective is that the Board is responsible to the stakeholders, that is, to everyone who is interested and/or can be effected by the corporation. In a nonprofit corporation, the Board reports to stakeholders, particularly the local communities which the nonprofit serves. Board Roles and Responsibilities Sample Job Descriptions Board and Staff Roles

Advisory GroupsVery simply put, an advisory group,or advisory committee, is a collection of individuals who bring unique knowledge and skills to complement the knowledge and skills of a more official, governing Board. Developing Advisory Boards / Groups
Building and Advisory Board
Creating an Advisory Board
What is the Difference Between a Governing Board and an Advisory Board?

Also see Carver Governance Model

Also see Committees, Conflict Management, Meeting Management, Problem Solving and Decision Making, Strategic Planningand Team Building

General Information Focused on Boards of NonprofitsTen Basic Responsibilities of Nonprofit Boards
Legal Responsibilities of Nonprofit Boards
Individual Board Member Responsibilities
Nonprofit Internet Center's “Boards of Directors” section
Jane Kendall's “What it takes to be a good Board member”
National Alliance for Nonprofit Organizations
Minnesota Council of Nonprofits “Principles and Practices”Minnesota Council of Nonprofits “Principles and Practices”, section on public accountability

Guidelines of Board and Staff Relations and Responsibilities
Should Staff Contact with Board Be Restricted?
BoardSource's answer to Frequently Asked Questions

General Information Focused on Boards of For-ProfitsCorporate Survival Guide
Corporate Governance Codes & Principles


Legal and Insurance Considerations for Board MembersThe following information applies to for-profit and nonprofit Boards unless otherwise noted.Overview of legal considerations
Overview of Liability Insurance (including Directors' and Officers' Insurance)

The following information applies to nonprofit Boards.Risk Management Resources
Professional Liability and Governance Exposures
What do do until the lawyer comes …

Also see Insurance (Business)


Conducting Effective Meetings


October 31st, 2006 

A group of friends carries on a conversation for a couple of hours. No one remembers how they ended up talking about the lives of penguins in the Antarctic when they had started out discussing home computers. Unless the friends were trying to accomplish something more than interesting conversation, they did no harm. When business meetings resemble this gathering of friends, however, few decisions are made and much time is wasted. It takes skill and follow-through to conduct effective meetings.

Meetings can be useful. Workers can learn directly rather than through the grapevine about new personnel policies or participate in decisions affecting them. Subordinates can keep supervisors and co-workers informed of new developments or conditions encountered on the job. Often workers come in contact with potential problems first, and early detection can save time and expense. Meetings, then, are held to inform people about policies or operations, gather information, conduct training, resolve problems, or make decisions.

What makes for an effective meeting? Having a purpose, preparing ahead of time, setting goals during the meeting, and making provisions for follow-through and assessment afterwards are critical. A successful meeting is like a team who carefully cuts, trims and prepares a portion of meat to be hung by a hook. A hook is added, the meat is lifted and placed on a rail, and sent on its way. Oftentimes much work takes place in meetings. The participants may have cut, cleaned and even lifted the heavy carcass, but they have failed to put it on the rail. Next time, they will have to clean and lift it again.

Planning

All too often meetings take place without an express purpose, are too long, and little is accomplished in them. A clear understanding of objectives to be accomplished is essential to an effective meeting. Once the purpose is apparent, questions as to who will attend, and where (and when) the meeting will take place can be dealt with.

Agendas may include time for (1) review of notes from past business; (2) discussion of new issues; and (3) evaluation of progress toward goal achievement. Supervisors are cautioned not to be overly optimistic about what can be accomplished in a single meeting.

Several short meetings may work best for some objectives. Participants are more likely to absorb training material, for instance, when they can apply it between sessions. This flexibility may not exist when a decision has to be made before adjourning. Also, a single yet longer meeting may be preferable when participants have to travel distances to attend or need to make arrangements to have their normal duties covered during their absence.

Most employees do not mind attending a meeting if it is productive. Meeting length can be shortened by assigning reading or information gathering activities ahead of time.1 meetings close to quitting time or outside on a cold or windy day are more conducive to brevity but discourage worker participation. Other factors influencing group interaction include seating, refreshments, temperature, lighting, and ventilation (increasingly, employees expect a non-smoking policy). Regardless of apparent formality, to be effective, meetings need to be well planned.

Conducting the meeting

The role of the individual conducting the meeting is to (1) keep the discussion on target (task function) while at the same time (2) making sure everyone gets heard and people’s needs are met (maintenance function). Most often the supervisor takes on the task of conducting a meeting, but this role may be delegated. A meeting with an ineffective leader will often resemble our friends talking about penguins. Starting on time is a good practice; so is ending on time. Punctuality, or lack of it, can become a tradition.

Meeting agenda. If the agenda has not been given out in advance, it can be distributed at the start of the meeting. Employees may be encouraged to contribute topics for discussion before the meeting starts. The individual conducting the meeting can also ask for further suggested agenda additions at the commencement of the meeting. This is critical. If people know that a subject that is important to them will be raised, they are less likely to interrupt and make attempts to introduce this topic at inopportune times. This is perhaps the most important contribution of the agenda. Agreements on how the meeting time will be spent can be set up from the start.

Discussion guidelines can help keep meetings running in an orderly manner. Examples of rules you may want to use include the following:

· Only one person speaks at a time. If the meeting gets out of order, anyone who wishes to speak must be acknowledged before doing so.

· Attempt to understand needs behind positions.

· Attempt to understand both the positive and negative aspects of suggestions. Getting to the best solution is more important than who made the suggestion.

· Comments will be asked for, at times, beginning with the least and ending with the most senior person (explain that new people often can see issues with more clarity, and also explain that when a more senior person makes a comment, that this comment may sometimes sound so final others do not feel they can contradict it).

· If someone shows a lot of emotion in a comment, this is because there is an important need or fear they have relating to this issue. This should be looked upon as an opportunity to better understand each other.

· Remind participants that this is the time to say something, if they have something to say. It will do little good for them to express their dissatisfaction with what was said or agreed upon after the meeting is over.

· Private conversations are not to be conducted during the meeting.

· People need to speak on the subject being discussed.

· Comments and discussions need to address issues, not personalities.

· The group leader’s role—when promoting participation—is that of a facilitator. Rather than take sides or show favoritism, she can help participants clarify their views without judging the merit of their ideas. A supervisor who wants to be very involved in a discussion may ask someone else to conduct the meeting.

Other than keeping the meeting on target, facilitating decision making is one of the group leader’s major responsibilities. Meeting participants need to know how much decision-making power is being delegated to them (Chapter 10). To develop understanding of a problem and move towards a solution, group leaders can:

· Pick one challenge at a time.

· Rather than begin with solutions, first focus on a detailed analysis of where things can or do go wrong.

· The emphasis of all discussion should be on understanding the problem, not on assigning blame.

· Once the challenge seems clear, brainstorm potential proposals and solutions (these should not be evaluated at this point)

· Encourage participants to be tentative in their comments, so creativity is not stifled.

· Discuss pros and cons of the different approaches.

· Ask for new approaches that may include the best contributions of the various suggestions.

· Seek consensus. Avoid premature use of voting to arrive at decisions. Nevertheless, voting can be used to focus on the top possible solutions.

· During the process, barometric voting can take place. This is not one to make a decision, but to see how people are feeling after new light has been shed on the challenges being discussed.

· Participants should not feel they have to yield their opinions in order to promote consensus. In effective decision making, a good team player is not the person who yields in the face of opposition, but rather, the person who is willing to make the important, yet sometimes unpopular, points.

· Sometimes the greatest danger to a premature resolution exists when a solution seems imminent.

· Rather than coming to quick solutions, ask participants to help think where the tentative solution may not work out. Make the necessary adjustments to account for potential difficulties ahead.

· Resolve issues whenever possible before moving on. If an impasse is reached:

a) Help others find out where they agree and disagree (see negotiation and conflict resolution skills in Chapter 13).

b) Assign further study if appropriate.

c) If disagreements persist and accommodations or compromises cannot be made, then announce how and when decisions will be made.

· Ask participants: How will we really know, say a year from now, if this problem has really been solved?

· Document decisions reached and who was present. If there were disagreements, document minority opinions, if this is desired.

Listening skills are essential to a supervisor conducting a meeting. Often, much of what is said in a meeting is not heard because participants are more eager to express their own points rather than in listening. Workers may be encouraged to jot down ideas while the other person is talking rather than interrupting.

A participant can be assigned to “spot” ideas or suggestions. It can be an effective practice to record ideas coming out of a meeting. Clearly, the supervisor does not have to agree with all the ideas, but if they are documented he can follow through and decide whether the ideas will be implemented now, delayed, or tabled indefinitely. Workers are more likely to participate if they feel their ideas are given serious consideration.

Individuals in a power position are more likely to be successful in introducing a topic of conversation. An idea may be well-received when brought up by a highly respected group member, although it was ignored a few minutes earlier when brought up by someone in a less dominant position. In one study, for instance, women only succeed in 36 percent of their attempts to establish a topic of conversation while men did so 96 percent of the time.2

Often, meetings degenerate into a point and counterpoint argument between participants. Often nothing gets resolved. This difficulty is due, in part, to people feeling their ideas are not properly understood or acknowledged (Chapter 12).

Acknowledging alternatives and minority opinions is a way of encouraging creative thinking. Group participants can quickly discern when their own alternatives are not wanted and often learn to keep their feelings to themselves. The extreme of this behavior can lead to “group-think,” where supervisors or more influential workers have their ideas rubber-stamped in the absence of discussion or consideration of creative alternatives.

In the farm workers’ culture, it is common that when one gives a public opinion, no one will contradict it. That is why it is important to promote, from the beginning, a culture where workers will have the confidence to not only give opinions that can challenge those of their colleagues’, but also that of their supervisors as well. Once a decision is made, of course, all should work to help make its realization a success.

Additional challenges you may encounter when conducting meetings, include:

· Meeting extenders (those who want to prolong meetings to avoid work);

· Showoffs as well as participants who have their favorite subject or personal agenda;

· Signs showing participants have lost interest, do not understand what is being said, or may disagree though they do not express it.

· Shooting down someone's idea, since this can extinguish creativity.

· Stating that one has the solution, as this can also shut down creativity.

All too often, then, people take ownership of a suggestion and allow their self-esteem to be affected by the results. They take acceptance or rejection of their solution personally. When team members take joy in coming up with a solution that works, then meetings are beginning to work.

You know you are on the way to success when individual team members are able to see both the pros and the cons of a proposed solution. That is, when a participant can point out the good in a solution that is not his preferred; and the shortcomings of one that is. This, in fact, shows individuals are growing and beginning to think like effective managers.

Setting goals & following through

Solving problems, setting goals, and making concrete plans to follow through are the purposes of decision-making and problem-solving meetings. A decision is worthless if no plans are made to assure its implementation. Responsibility for follow-through can be delegated to accountable individuals.

Throughout the meeting participants need to be vigilant in recognizing action items. That is, those matters that call for specific steps towards a solution. These action items generally are the most important reasons for the meetings. Otherwise, it is just too easy to always hope for better days, complain about challenges, but do nothing to solve difficulties. In such cases, it would be better not to have had a meeting at all.

Any business that is not fully dealt with, will tend to appear again and again until a concrete decision is made. The key, then, is to manage meetings so that specific issues are discussed and solved. These should be quality solutions that have a positive effect on the future.

Finally, asking participants what worked well and what could be improved next time–in terms of how the meeting was conducted–can help the meetings become more productive and useful in the future.

Summary

Meetings can be a useful communication tool. Planning will help a meeting accomplish more in less time. Everyone will not always agree on the best way difficulties should be solved, but friendly disagreements about solutions can be beneficial. The meeting will be a waste of time, however, unless concrete action plans are made to solve problems. Specific dates for goal accomplishments can be set and followed up later.


Places To Have A Holiday Party In Chicago


October 30th, 2006 

 Chicago Holiday Party Venues

Chicago’s bars, nightclubs and restaurants are all seeking you right now to host your holiday party or event in Chicagoland!  Below you will find a list of bars, restaurants, venues and nightclubs in Chicago that would like to host this year’s upcoming holiday events. 

Boutique Holiday Parties

809 West Evergreen
Chicago, Il  60622
P: (312) 397-0580 ext. 106
F: (312) 397-0589
Contact: Kristen Ihnatiuk
Contact WebsiteLocated minutes from Michigan Avenue, the chic and luxurious Tibetan-inspired venue surrounds your guests in style and sophistication. Boutique offers something for everyone. The multiple levels allow your guests to visit three different unique settings. The two dance floors, four premium bars, gourmet catering, and the stunning interior make this new venue perfect for private and corporate events for up to 400 guests.Crobar Holiday PartiesCrobar
1543 N. Kingsbury
Chicago, Il  60622
P: 312-266-1900
F: 312-266-8560
Contact: Arona Martin Contact Website
Located at 1543 N. Kinsgbury in Chicago, just minutes from North Michigan Ave. the Loop, and major expressways like 90/94. Our stunning interior stimulates the senses and excites the imagination. Stratospheric ceilings, swooping architectural curves, modern and stylized design elements a state of the art sound and lighting system, and 7 abundant bars offer a truly VIP nightlife and special event experience for groups up to 1,000 guests.
For a complete list of places to host your next

Chicago holiday party, visit www.hereschicago.com

Fado Irish Pub Holiday Parties

100 W Grand Avenue
Chicago, Il
P: 312.836.0066
F: 312.836.0036
Contact: Cassie Carroll Contact Website

Authentic Irish Pub Located in downtown Chicago. A unique venue to plan a corporate event, client, friends or family gathering. Our warm and welcoming pub creates a casual atmosphere for celebration, while staff delivers the best of food, drink and Irish hospitality. A good choice if you’re looking for an escape from other more traditional banquet places.

The Field Museums Holiday PartiesDepartment of Special Events
1400 S. Lake Shore Drive
Chicago, Il  60605
P: 312-665-7600
F: 312-665-7601
Contact: Megan Beckert
Website

For a complete list of places to host your next

Chicago holiday party, visit www.hereschicago.com

House Of Blues Holiday Parties

House Of Blues
329 N Dearborn St
Chicago, Il  60610
P: 312-923-2027
F: 312-923-2041
Contact: Kirsten Hiner Contact Website

For a complete list of places to host your next

Chicago holiday party, visit www.hereschicago.com

Howl At The Moon Holiday PartiesHowl At The Moon 
26 W Hubbard St
Chicago, Il  60610
P: 312-863-7427
F: 312-327-0757
Contact: April Wolcott Contact Website
Howl at the Moon can cater to almost any corporate event need. We have a full service kitchen, private banquet/meeting facility and the World’s Greatest Dueling Pianos. We can hold up to 400 guests and we offer singing along to your own customized company song. This is one of the best venues to have fun in Chicago! For a complete list of places to host your next

Chicago holiday party, visit www.hereschicago.com

Lettuce Entertain You Restaurants

21 E. Hubbard
Chicago, Il  60611
P: 312-527-9222 ext. 103
F: 312-527-9444
Contact: Maureen Larson Contact Website

Lettuce Planet is the Meeting & Event Planners Universal Source to “Out of This World” group dining and special events. Lettuce Planet is a division of Lettuce Entertain You Restaurants developed solely for the purpose of assisting the Professional Planner with finding the perfect venue for meetings and private dining events from amongst our 28 restaurant concepts. Museum Of Science and Industry (MSI) EventsMuseum Of Science And Industry
57th St. And Lake Shore Drive
Chicago, Il  60637
P: 773-753-2583
F: 773-684-3510
Contact: Ellen Biedke
Contact Website

Just steps away from Lake Michigan and minutes from downtown Chicago, the Museum of Science and Industry continues to indulge the imagination. The Museum offers various event spaces to accommodate a meeting for 20, a seated dinner for 800 or a strolling dinner reception throughout the entire museum of 5,000+. Our interactive exhibits and dramatic spaces offer the perfect backdrop for any corporate or social event. When you host an event here, it’s not necessary to invent a theme; there are plenty from which to choose.

For a complete list of places to host your next

Chicago holiday party, visit www.hereschicago.com

N9NE Steakhouse Holiday PartiesN9NE Steakhouse 
440 West Randolph
Chicago, Il  60606
P: 312-575-9900
F: 312-648-0443
Contact: Julie Zerega Contact Website
One of Chicago’s most unique dining destinations, N9NE Steakhouse is located on the first floor of the Daniel Burnham-designed Randolph Place building. Loaded with visual flash and luxury dining ingredients. For a complete list of places to host your next

Chicago holiday party, visit www.hereschicago.com

Republic Holiday Parties

Republic
1520 North Fremont
Chicago, Il  60622
P: (312) 397-0580 x106
F: (312) 397-0589
Contact: Kristen Ihnatiuk  Contact Website
Located minutes from Michigan Avenue, the 11,000 square foot ultra modern and lavish venue delivers a comfortable setting for corporate and private even