Before You Say Yes ...: A Guide to the Pleasures and Pitfalls of Volunteer Boards
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About this ebook
Doreen Pendgracs has sat on various boards of directors for the past twenty-five years. During that time, she has gleaned valuable information that she shares in an easy-to-understand, conversational style for novices and seasoned members alike. Whether you’re asked to sit on a trade union board, a non-profit board for a community group or church, a business-focused board of an association or chamber of commerce, or the board of a charitable organization, Before You Say Yes … gives you the inside scoop on what questions to ask and what you need to do before you take the plunge.
Ms. Pendgracs leads the reader through the intricacies of management style, board etiquette and responsibilities, Robert’s Rules of Order, directors’ and officers’ insurance, and financial obligations and compensation. You’ll also discover what happens in the case of a lawsuit or how to implement a disaster plan, how to welcome new board members and deal with difficult people, and what benefits board membership can bring to your personal life and career.
Doreen Pendgracs
Doreen Pendgracs has been a freelance writer, photographer, and public speaker since 1993 when she left corporate life to embark on a new career - as her own boss. She has co-authored two other books: Frommer's Newfoundland & Labrador and the Manitoba Book of Everything. Pendgracs has written dozens of articles for websites and numerous periodicals. She lives in Matlock, Manitoba.
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Before You Say Yes ... - Doreen Pendgracs
BEFORE
YOU
SAY YES...
BEFORE
YOU
SAY YES...
A Guide to the
Pleasures and Pitfalls
of Volunteer Boards
DOREEN PENDGRACS
FOREWORD BY MARIAN HEBB
DUNDURN PRESS
TORONTO
Copyright © Doreen Pendgracs, 2010
All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise (except for brief passages for purposes of review) without the prior permission of Dundurn Press. Permission to photocopy should be requested from Access Copyright.
Editor: Allison Hirst
Designer: Jennifer Scott
Printer: Transcontinental
Library and Archives Canada Cataloguing in Publication
Pendgracs, Doreen
Before you say yes-- : a guide to the pleasures and pitfalls of volunteer boards / by
Doreen Pendgracs.
ISBN 978-1-55488-703-3
1. Associations, institutions, etc.--Management. 2. Boards of directors. 3. Voluntarism.
I. Title.
HN49.V64P45 2010 658’.048 C2009-907454-0
1 2 3 4 5 14 13 12 11 10
We acknowledge the support of the Canada Council for the Arts and the Ontario Arts Council for our publishing program. We also acknowledge the financial support of the Government of Canada through the Book Publishing Industry Development Program and The Association for the Export of Canadian Books, and the Government of Ontario through the Ontario Book Publishers Tax Credit program, and the Ontario Media Development Corporation.
Care has been taken to trace the ownership of copyright material used in this book. The author and the publisher welcome any information enabling them to rectify any references or credits in subsequent editions.
J. Kirk Howard, President
Printed and bound in Canada.
www.dundurn.com
CONTENTS
Foreword by Marian Hebb
Acknowledgements
Author’s Note
Introduction
Chapter 1: Leave Your Hat at the Door
Only You Can Decide
All for One and One for All
Does Size Matter?
Tips for Board Members
Chapter 2: Just What Do They Want from Me?
Ethical Decision-making
Understanding Fiduciary Duty
Board Confidentiality
Using Tip Sheets
What Are Your Rights?
Chapter 3: What Kind of Board Is This?
Styles of Board Governance
How Formal Is the Board?
Board Etiquette
Understanding Robert’s Rules of Order
Chapter 4: Help!
Orientation and Training
Performance Evaluations
Chapter 5: Limit Your Exposure
Directors and Officers Insurance
Questions to Ask
Who and What Is Covered?
Sample D&O Claims
Chapter 6: Are You Ready?
Disaster Plans
Establishing an Executive Committee
Chapter 7: Are We Compatible?
Why Me?
How Long Are You In For?
Finding a Good Fit
Chapter 8: Let’s Get Together
Board Meetings
You’re Virtually There
Butters’ Tips on Embracing Technology
Dinosaurs Won’t Cut It
Chapter 9: Show Me the Money
What Is Fair?
Payment of Expenses and Honoraria
Financial Statements and Budgets
Chapter 10: Playing Nice
Desirable Qualities of Board Members
Dealing with Bullies and Difficult People
How to Recognize a Potentially Litigious Personality
Chapter 11: Keep Things Professional
Dealing with Sexual Harassment
Developing and Implementing a Respectful Policy
Chapter 12: Be the Best You Can Be
Identifying Your Motivators
Pick Me!
Planning for Succession
How to Be the Best Director You Can Be
Websites
FOREWORD
If you are reading this, you have probably already said yes
to an invitation to become a director, or are seriously thinking of doing so, and now you have in your hands a practical introduction to the world of non-profit boards. You already are, or are about to become, one of the thousands of persons who serve every year on volunteer boards of directors of non-profit organizations — big and small — that contribute to their communities in a myriad of ways. Whether it is big or small, good corporate governance
increases the likelihood that an organization will be successful in carrying out the purposes for which it was established. An organization without a dedicated board of governors that functions well does not have good governance and is unlikely to achieve its goals.
Doreen Pendgracs encourages her readers to join the many volunteers who put in thousands of hours of work as directors, and to participate knowledgeably, with passion, and with a good understanding of directors’ roles and responsibilities. With enthusiasm and good humour, she recounts experiences of her own and of others whose paths she has crossed — sometimes frustrating, sometimes satisfying — and conveys the joys of collaborating with others on shared goals. Doreen’s book will open your eyes as a director and assist you to understand the responsibilities you are assuming, including setting goals, developing policy, reading financial statements, and managing risks. It will also help you to anticipate and avoid tribulations and troubles such as conflicts of interest and to find a position that allows you to enjoy what you are doing.
I have worked with non-profit organizations for many years, usually as a legal adviser, but sometimes as a board member myself, so I know first-hand about the hard work and the pleasures and pitfalls
that fall to the lot of directors — what they help the organization to achieve, how much they give of themselves, and what they may get out of serving on a board of directors on a personal level. My own experience has overlapped with Doreen’s, so I can attest that she always practises what she preaches (nicely) and that her book will give you guidance and confidence in carrying out your duties as a director.
Marian Hebb
Toronto
November 2009
ACKNOWLEDGEMENTS
This book has been a pleasure to write, but I never would have been able to do it without the insight provided by those who I have quoted in the various chapters and others who have volunteered their thoughts on this exciting topic. I believe their comments have added the personal depth necessary to bring each point discussed to life and increased the helpfulness to you, the reader.
My deepest thanks to the following individuals and organizations for their generous help and support on this project. They are listed in the order in which their names appear in the book: Marian Hebb, Gregg Hanson, Nathalie Kleinschmit and Global’Ease, Michael OReilly, Bonnie Zink, Maureen Cavan, Industry Canada, Bruce Wilson, John (Jay) H. Remer Jr., Roger Woloshyn, Peter Harper, Lynn Lindsay and Mark Reszel of Encon Group Inc., Otto Siebenmann, Tanya Gulliver, George Butters, Surendra Bungaroo, Joy Halloden,
Holly Henderson of Altruvest Charitable Services, Marlene Hubert and the Manitoba Government and General Employees’ Union, Roy Yerex, and M. Hope Spencer.
And deepest thanks to my husband, Reg Pendgracs, who had to spend much of the summer of 2009 without me as I sat at my computer — working on this book. Thank you, Reg, for your love, support, and encouragement.
I would also like to thank the following organizations for which I have served as a director (or on a committee of the board) over the past twenty-five plus years and each organization’s past and current members — from whom I have learned much: Manitoba Association of Insurance Professionals, Canadian Association of Insurance Women, Manitoba Public Insurance, Manitoba Government and General Employees’ Union, Women Business Owners of Manitoba, Professional Writers Association of Canada, Access Copyright, Prairie Voices Toastmasters, Lord Selkirk Toastmasters, Toastmasters International–District 64, and the Matlock Recreation Club.
Thanks to the late, great Winston Churchill for this very appropriate and inspiring quote on volunteerism: We make a living by what we get; we make a life by what we give.
And finally, thanks to Kirk Howard and the staff at Dundurn Press for publishing this book. The partnership formed when Canadian publishers and Canadian booksellers support Canadian creators is so important in helping keep Canadian culture strong.
AUTHOR’S NOTE
This book is not in any way meant to serve as legal advice. Nor is it intended to implicate or suggest that any one individual has inadequately filled his or her role as a director or employee of any organization mentioned or not specifically mentioned in this book.
The book is intended to be a helpful reference for any individual who is considering becoming (or already is) a director on any non-profit board in North America. It is also intended to help non-profit associations improve their practices and policies with regard to board governance.
This book is solely based on the personal experience and opinions of the author and the individuals and companies she has interviewed and quoted in this book.
The purpose of this book is to educate and entertain. No ethical judgment has been made or implied toward any individual or organization.
If you (or your organization) find yourself a party in any legal action concerning board activities or improprieties, please seek legal advice.
INTRODUCTION
This book