Video Transcript: The Board’s Role and Function

Welcome back to how to be a productive board member. We've talked about why we want to serve on a board. What are the advantages and benefits of serving  on a board of directors. We've talked about how a board is formed, and in this  session, we look at the board's role and function within an organization. We're  going to talk about five things, first, the board's oversight responsibility, then  board meetings and record keeping requirements and board decision making,  and finally, building and maintaining a healthy board. So in addressing the role  and function of a board. In order to be a productive board member, it is  necessary to understand the board's role in a church or ministry. The board of  directors is a governing body. It's responsible for overseeing the organization's  activities. Boards are responsible for governance, not management. Distinction  being management is a staff function, governance is a board function.  Governance is a high level function that includes things like strategy, oversight  and accountability. Management, on the other hand, is the day to day operations of an organization. The Board of Directors focuses on things like mission,  strategic planning, goal setting. The staff is responsible for management. It  focuses on carrying out the ministry mission and planning and goals that the  board sets. Now there's a question that's often asked at this point, can a board  member also be a staff member? It's often the case that the senior executive  leader of an organization is also a board member, the CEO or the president or  the executive director or the senior pastor, typically is a board member, but it's  not required that a senior staff person be a voting member of the board. I've  seen boards do things differently in this realm, most of the boards that I've  served on, the senior staff person is on the board as the founder of peace fire on that board, and since we've grown I'm the executive director of that work, and I  am still a board member. President Reyenga has been a board member at  Christian leaders from the inception, very common that the senior executive is a  member of the board, but not always. The case doesn't have to be that way.  Other staff members are not typically prohibited from being board members, but  doing so increases the likelihood for conflicts of interest when a person is both a staff member and a board member. It's not difficult to imagine the conflicts that  can occur for that individual as they make board level decisions and then have  relationship with the staff, and on a day to day basis, there's no strict prohibition  against staff members being on the board. And oftentimes in smaller ministries  and organizations there, there just aren't enough people to not have a staff  person on the board. Sometimes there are no outside individuals. Everyone  engaged in the work is less than a handful, and so to get our requisite number of board members, we have people serving in multiple roles. But as an  organization grows, if you're in one of those situations where you have people  serving in multiple roles, the sooner you can separate those roles, and you will  reduce the opportunities for conflicts to occur in terms of conflicts of interest. But if you are not able to do that, just be aware of the process of addressing 

conflicts of interest. Every board should have a conflict of interest policy that  sets forth a director's responsibilities. When a conflict of interest occurs, that  board member should always excuse himself or herself from board votes and  deliberations that might result in direct or indirect personal benefit to that board  member if the board is discussing staff salaries, for example, a staff member  should not be involved in those deliberations and should be excused from those  deliberations and those board decisions. Let's talk about board meetings. Board  meetings are a statutory requirement that same statute that lays out the  requirements for forming a corporation also contains a provision for how often a  board is required to meet on an annual basis. In Illinois, that requirement is at  least once a year. As a organization grows, the more frequently the board will  need to meet. And my advice to you would be is in terms of how many times  should we meet? My response is often as necessary to perform the board's  function of general oversight. Maybe that is once a year, but as the organization, grows and needs increase, the opportunity to meet more frequently will probably be advisable. An effective meeting includes setting out an agenda before the  meeting that identifies the expectations for what needs to occur during the  meeting. So advance planning for board meetings is essential. It's not going to  serve the corporation well to just set a date for a meeting and have people show up and the founder provide information at the meeting. It's good to know in  advance what's going to be talked about, what are we going to vote on, what  decisions need to be made, and that is all set out in the meeting agenda and is  sent to board members before the meeting. You should rarely enter a productive board member rarely enters a board meeting without knowing what to expect  during the meeting, if there are contested matters or issues that exist on the  board and you're aware of those before the meeting, it may be wise to table  those matters until those issues are resolved and everyone on the board is in  agreement and the matter can be addressed and approved at a future meeting,  rather than go into a meeting not knowing what the outcome of the conversation  is going to be. If we don't know what the outcome of the conversation is going to be, we shouldn't bring it up to the board, unless we're looking to get a sense of  where the board is at and we want to take meeting time to accomplish that.  There are always going to be deliberations in a board meeting, and certainly it's  one of the functions of a board meeting. But typically, we approach our agenda  with the we know the things we want to accomplish in that meeting. We've  talked with all the board members beforehand, and we are going to address  them one by one, move through the agenda and have an efficient meeting.  Meeting Minutes should include any actions voted on, any decisions made by  the board, and other information that is required to be in the minutes. Minutes  Do not be do not need to be detailed of every word spoken during the meeting,  be aware of some items that need to be recited in meeting minutes, whether on  a periodic basis, once a year or every few years. In some states, like Florida, 

meeting minutes need to reflect that the board has discussed and the conflict of  interest policy and there, in fact, there's a form that board members need to sign that the conflict of interest policy was made available and reviewed by the board Members, and that they understand it. Housing allowances of pastors needs to  

be recited in the meeting minutes each year when those allowances are set, and there may be other local requirements that and items in your bylaws that you  may need to recite in the minutes as you give attention to those matters from  time to time, board meetings should be informed. I'm sorry, board members  should be informed about meetings in advance regarding the protocols of the  meeting and organizing the agenda is a key step in preparing for those  meetings, you may be a board member who has relationship. Maybe you're the  chair of the board, and it's your role to work with the CEO or the president of the  organization in preparing the agenda. This was my role with President Reyenga  for many years, we would talk weeks in advance of an upcoming meeting. We  would discuss what was going to be on the agenda. I would prepare the agenda  and distribute the agenda to other board members, and without fail, I would  have questions for President Reyenga about the. You know, from time to time,  whether to bring up a certain topic at this meeting that he had on the agenda,  was that a good idea? And he always knew, whenever I asked him that  question, he had already spoken to all the board members and knew where  each board member was in relation to their decision and their view on those  matters, and so he was he just did an excellent job, does an excellent job of  working with the board, keeping them informed and when important decisions  need to be made, he reaches out to them, communicates with them, lets them  know what the issues are, and gets their feedback in advance of the meeting, so that when we come to the meeting, everyone is informed about what we're  voting on. We can have some final discussion in the meeting, and then we take  our vote. So that pre organization, pre meeting organization, is a very important  part for a productive board member to participate in, in helping board meetings  run efficiently and productively. Board meetings also provide unique  opportunities to enhance the relationship of every board member with the  mission of the organization and with the organization itself. And so as you plan  on a meeting agenda, it's much more than just a list of decisions that need to be  made, a list of actions to be taken. The board meeting itself is an opportunity to  enhance board relationships, and so be mindful of that. We want board  members to leave the meeting inspired, inspired to be a part of what the Lord is  doing in this organization. And sometimes that falls to one or more board  members to pay attention to. That. Is that happening on our board? Is our board  lagging in spirit? Do we? Are we going through a rough season, and maybe  we're having to make some tough choices, financial or otherwise, and the  opportunity at each meeting to remember, here's the mission. This is why we're  here, and let's give thanks for that, even in this difficult season, so that we can 

remember the Lord's blessing in calling us to board membership remember that  we're in this together and that we have an opportunity to walk in unity of the Holy Spirit. Let's talk about board decision making. How does a board make  decisions? Well, the manner in which a board makes decisions is typically laid  out in the organization's bylaws. And bylaws will identify a quorum that must be  present for a vote to be taken. By a quorum, we mean a number, a certain  number, or percentage of the total board that needs to be present in order for  votes to be taken. Sometimes a quorum is a majority of the board members. So  if we have 10 board members, we would need at least six present to have a  quorum, and if we didn't have a quorum present, we couldn't take a vote at that  meeting. And in fact, during the COVID pandemic, we had this situation at one  of our Christian leaders board meetings, we had several members who were  unable to attend for various reasons. Of course, travel was restriction, and we  had zoom challenges. We had Wi Fi challenges where the meeting was taking  place. And so when we prepared to take a vote, we recognized we did not have  a quorum present, and so we could not take a vote. And so all of the matters  that we had planned on voting on in that meeting were tabled to the next  meeting because we didn't have a quorum. But if a quorum is present, a vote  can be taken, and then the bylaws will provide how many votes do you need to  take action? Is it a simple majority? Is it more than a majority? And the bylaws  will lay out sometimes that there are certain types of decisions that require a  super majority vote, things like often might be related to the buying and selling of real estate or the termination of the senior executive these are matters that  might require more than a simple majority vote, but all of those provisions are  laid out in the organization's bylaws, which indicates a good indication of why it's important for board members to know and be familiar with the organization's  bylaws. So understanding the decision making process prevents confusion and  it protects the board from taking unauthorized action. Let's close this session by  talking about building and maintaining a healthy board. Not all pastors and  organizational leaders have had positive experiences with their board of  directors. A wise leader views board meetings and board members as strategic  relationships. Strategic meetings. These are partners in ministry. It can easily  become when board relationships are challenged, the board can become a  burden that the law requires, and that leader sees the board then as a as an  obstacle to accomplishing the mission of the organization, or at least their their  their goals. We want these relationships to be healthy. As a productive board  member, we're fostering partnership between the leader of this management  team and the board of directors. Every board deserves skilled and highly  participative board members who are engaged and aligned with the mission. So  before recruiting board members to build your board or to enhance your board,  think first about the needs of the board, and then, as we did in our founders  board, we will pray ask the Lord to send us the men and women that he is 

calling to join us, men and women who are aligned with our vision, aligned with  our mission. A productive board member is a strategic partner, not just a body  that can fill a chair. All board members should be aligned with the organization's  mission and purpose. Alignment is more important than skill or abilities that a  potential board member might bring to the team. Recruiting a talented board  member who is not aligned with mission can be disruptive and divisive. So it's  important also for potential board members to understand the culture of the  organization. Have they spent time around the ministry? Are they familiar with  the staff? Are they familiar with the work? Are they aligned with the mission and  the vision? Alignment is more important than the skills that they bring alignment  first, then skills an example of this. There was a time when we were looking for  more board members at Christian leaders. And from time to time, President  Reyenga would reach out to me and say, hey, I want you to meet so and so. And once you tell me what you think about them as a potential board member, and  so we would meet. And I remember once we met a brother who had significant  board experience in some public charity work. And this man had a great  professional background, very well respected in the community. He was a well to do individual so on many fronts, this was an ideal board member. We could  check off almost every box of what we're looking for in a board member, except  alignment. He wasn't in talking with him and conversing with him, we could see  that he was unfamiliar with our mission, and when we talked about that mission,  you know, it doesn't take long in talking with someone about your mission that  you can tell whether they engage with it or not. And we could see that alignment  was not there in this case. And so we did not extend an invitation to that brother, even though he was qualified on all these other fronts, because we know that  when we bring someone in who has gifts, who has abilities, who has  experience, and you bring them in to a board where they're not aligned, they the tendency for most board members is I want to do something, I want to I want to  contribute, and I want to make my presence known. I'm bringing all this talent  here, and I'm going to use it. And if they're not aligned, if they don't know the  culture, their well intended efforts are going to create disruption. And sometimes  the Lord allows that to happen, and he can bring good things out of that  disruption. But oftentimes it can also disrupt in such a manner that it. Damages  relationships with other board members and creates confusion, and then  division. Disruption is one thing, division is another. So I would rather take a  board that is packed with members who are aligned with our vision and  passionate about the mission over a board of talented board members who are  more interested in their board status than the board the organization's mission.  Well in building a well rounded board, I want you to, I want to talk briefly about  four, what I call four chairs of board membership, because again, we're going to  assume now that everyone that we're talking with is aligned with our mission,  and so now we're going to look to that second level of the skills and the talents 

that we need to have a Well Rounded board. And these four chairs help us  consider four areas of ability, four areas of need that every organization has.  The first is the wisdom chair. And here we're talking about people who have  wisdom. They have some knowledge. They have some background in an area  of expertise that is relevant to our mission. The second chair is the wealth chair,  and here we're talking about provision. Now it may be that they are personally  wealthy and can contribute to the ministry. But many wealthy, very wealthy  people don't have time or the attention to give to board membership, and so  when we're talking about the wealth chair, it might also mean just someone who  is connected to people of means, but they their function of the board is to help  us get connected to people who can support the work financially. The third chair  is the work chair. These are doers. These are board members who may not  have a lot of money to contribute. They may not have a wealth of knowledge to  contribute or wisdom, but they are ready, willing and able. They are so  committed to this organization that they willing to give their time and effort,  whether it's at fundraising events, board meetings, opportunities to meet with  people who are potential donors, whatever potential board members others,  these are the work chair. And then finally, the woo chair. These are networkers,  influencers. Every board needs someone who can network in the community.  Introduce the organization to new friends and new opportunities, whether for  service or for connection, for funding. But this is the Woo chair. Let's review the  points from this session. Boards are responsible for the oversight and  governance of the corporation. Board meetings should be well planned in  advance, board meetings are opportunities to enhance each board member's  connection to the mission understanding how decisions are made can protect  the board from taking unauthorized action, and building and maintaining a  productive board begins with prayer and recruiting board members who are  aligned with the organization's mission. Well, thanks for watching this session.  We'll see you in the next one. God bless you.