Chapter 8: Director Development

Primer for directors of not-for-profit corporations (Rights, Duties and Practices)

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Wayne Amundson ^*
President, Association Xpertise Inc.

Introduction

Overview
Orientation and training are key to developing a committed and effective board. Boards are encouraged to provide formal orientation to new and current directors, and to include a training component into every meeting. Two important tools can assist in these initiatives - the board manual and the board retreat.

Tools

The board manual
The board manual^{Footnote 1} is crucial to the orientation and training of new and current directors. Board manuals should be well planned, well organized and well used.

Initially, the board manual serves as an important orientation tool. It provides new board members (and returning board members) with useful information about the corporation, the board and the staff. For the remainder of the director's term, the manual should be an indispensable tool and central resource about the corporation and the board.

Some of the items that should be included in a board manual are:

• names of board members, their biographies, terms of office and a statement of their responsibilities;
• a list of committees and task forces, with their terms of reference, time frames and membership;
• a brief written history of the corporation and/or a fact sheet about the corporation;
• Letters Patent, supplementary Letters Patent and bylaws;
• mission and vision statements;
• strategic framework or plan, and the current annual operating plan;
• minutes from recent board meetings;
• board policies (e.g., conflict of interest, insurance coverage, expense reimbursement);
• the prior year's annual report and audit report;
• current annual budget and latest financial statement;
• banking resolutions and investment policy;
• current list of major funders or partners and/or stakeholder map;
• organizational chart and staff information;
• annual calendar; and,
• promotional material and Web site information.

To be effective, the manual must be current and easy to use. It must allow for materials to be added and removed. Materials included in the manual should have dates on them to make the manual easy to update.

The manual should be organized into clearly marked sections and include a table of contents. It's a good idea to include pockets to hold brochures and similar items. But be selective. The manual should not be a repository for every piece of information about the corporation. It should be of a reasonable size and weight or else directors may not read it and they are less likely to use it as a reference tool. Avoid including duplicate or similar items and, where possible, use summaries instead of longer documents. However, material that has a direct impact on potential liability of directors, such as letters patent or by-laws, should not be summarized. A copy of the manual should be available for reference during meetings.

While the task of developing the manual typically rests with staff, it should be done with input by and in consultation with officers and directors. Board members should regularly evaluate its usefulness and provide suggestions for improvement.

Board retreats
Board retreats help to solidify a not-for-profit board of directors and enhance its effectiveness by giving board members time to get to know each other and to do long-range or strategic planning for the organization. With their packed agendas and the time pressures typically faced by volunteer directors, regular meetings often do not afford opportunity for lengthy discussion and creative thinking. The value of retreats is they remove the board from outside distractions for a sufficient length of time to enable it to contemplate strategic and governance matters, including the board's own development. They may also be an opportunity to draw on outside expertise to help deal with complex governance or corporate issues.

In many organizations having annual board retreats is routine; however, the notion of a board retreat in a not-for-profit corporation frequently resonates poorly with the members and/or the public. Often a retreat is seen as an extravagant expenditure. Where the retreat will be held and how much it will cost, rather than the reason for the retreat, can become the focus of attention and debate. Such concerns should alert directors to the need to be able to justify the merit and cost of a retreat if a member or funder questions how worthwhile the event is.

Evaluation
Boards should allow time at the end of each board meeting to evaluate the meeting and to identify how future meetings could be improved. Boards should also conduct an extensive annual self-evaluation of their own performance and that of the chair. The performance of individual directors should also be evaluated (usually by the chair), and feedback provided to them.

Individual directors can also evaluate their own performance, focusing on their contribution to the board and their own objectives for serving on the board.

Where there are fractious relationships between directors, or the group dynamic as a whole is poor, the board may wish to seek the help of an outside facilitator in conducting the evaluation.

Finally, the board should seek input from members or other stakeholders through surveys and other tools to determine the level of satisfaction with the governance of the corporation.

Sample Questions for Prospective Directors to Ask the Organization

1. What orientation documents are provided to directors? Is there a Board manual?
2. What orientation activities and training are provided to prepare directors for their role?
3. Is formal evaluation of the board, and the individual director, undertaken, and is there feedback provided?

Sample Questions for Directors to Ask the Organization

1. What are the performance expectations for directors? Are they defined?
2. How am I evaluated?
3. What training is planned to improve Board, and director, performance?

Development Checklist

Development Checklist

Subject	To Be Conducted By	How Often	Comment
1. Review Board Manual	Board chair and executive director	Annually	Feedback from directors who used the manual is essential. The review should focus on contents and usability.
2. Conduct orientation activities	Board chair and executive director	Annually	The needs of new and continuing directors should be considered. The board manual should be used as the basis for the orientation A retreat is useful given the increased time demands associated with orientation, and the potential need for directors to get to know each other.
3. Training board members	Board chair and executive director, and where needed, outside experts.	Each board meeting	Regular training incorporated into each meeting will complement the initial orientation received at a retreat. To produce effective directors, training is essential.
4. Evaluation	Board chair and members	Each meeting, and annually for board and director performance	Evaluate each meeting and incorporate improvements. Evaluate the performance of the board, the chair and each director. Self-evaluation is also an effective tool to ensure directors' needs are being met.

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* B. Admin., CMA, CAE. Association Xpertise Inc. (www.axi.ca) is based in Calgary.