Course Description
Governance is the cornerstone of effective association leadership, where the will of the members intersects with organizational direction and operations. When governance functions well, the organization benefits from clear direction and well-resourced goals. Conversely, poor governance can lead to politics, distrust, and dysfunction.Â
This course is designed for new CEOs, first-time board members, and governance staff to gain a foundational understanding of governance principles and best practices. The program is organized into four modules:
1. Legal Fundamentals
2. Roles and Responsibilities
3. Board Selection, Evaluation, and Development
4. Board Meeting Preparation, Conduct, and Follow-Up
Module 1: Legal Fundamentals
This module reviews the role and legal framework of associations in the United States. Topics include foundational documents (e.g., articles of incorporation, bylaws, and policies), board fiduciary duties, tax-exempt status, and the differences between federal and state oversight of associations.
Learning Objectives
– Understand the legal framework for associations at the federal and state levels.
– Learn the hierarchy and maintenance of foundational documents, including articles of incorporation, bylaws, and policies.
– Understand board fiduciary responsibilities.
– Differentiate between tax-exempt organization types (e.g., 501(c)(6) and 501(c)(3)) and their relative advantages.
Module 2: Roles and Responsibilities
This module explores the roles and responsibilities of board members, including officers, directors-at-large, and staff. It also covers the collective role of the board, the executive committee’s function, and the distinctions between board and staff responsibilities. Key tools like a decision responsibility matrix, board orientation, and self-assessment are also discussed.
Learning Objectives
– Understand the collective role of the board and the specific roles of officers and directors-at-large.
– Learn the general responsibilities of the executive committee.
– Differentiate between the roles of the board and staff.
– Understand the purpose and creation of a decision responsibility matrix.
Module 3: Board Recruitment and Selection
This module examines key models of association board composition, focusing on the interpersonal and strategic competencies sought in competency-based boards. Topics include the role of Nominating or Leadership Development Committees, best practices in board recruitment, selection, and elections, as well as long-term considerations for diversity, inclusion, and leadership development.
Learning Objectives
– Compare representative and competency-based boards and their relative advantages.
– Identify the technical, interpersonal, and strategic skills needed for competency-based boards.
– Understand the steps involved in board recruitment, selection, and elections.
– Learn the role of Nominating or Leadership Development Committees in the annual nomination process and long-term board development.
Module 4: The Board Meeting
This module covers the critical elements of board meetings, from preparation to follow-up. Topics include legal and logistical considerations for in-person and virtual meetings, governance decisions made outside of formal meetings, and the management of divisive issues and difficult personalities. The module also discusses decision-making strategies, agenda development, and the use of a consent calendar.
Learning Objectives
– Understand key activities in planning and preparing for a board meeting.
– Learn best practices for agenda development, facilitation, decision-making strategies, and logistical considerations.
– Identify post-meeting requirements, including minutes, board feedback, and follow-up communication.
– Learn the legal requirements for decisions made outside of formal board meetings.