Project MANA - A Hunger Relief Agency

The following are somewhat random (and blatantly opinionated) thoughts from Wayne:

• Chemistry of the Board
  

• keep the number of board members small (around 8)
• when considering new members, be doubly sure that their personalities and backgrounds will fit with the team

• backgrounds and experience and geographic location should complement existing board members
• personality should be 100% constructive, non-political, positive, and non-egoistic
• do NOT recruit board members just because they can bring in $$$
• consider a balance of business expertise, connection to clients, connection to communities served, and of course, passion for the MANA mission

• Purpose of a Board

• a board (be it of a commercial venture or a non-profit agency) exists to provide oversight, advice, and approval of major (repeat, major) actions
• a board does NOT exist to "do" operational things... and when it does "do" things it does so as support to the Executive Director... there can only be one "boss" of on-going operations, and that's the ED
• the Board does take a co-leadership role with the ED in strategic planning (e.g. 3-to-5 year vision)
• the Board does NOT take a leadership position in annual operational planning and budgeting... this is the job of the ED
• the Board does advise and approve the Annual Plan
• it is the role of the Board to assure that actions of MANA are consistent with our Mission, Strategic Plan, and Annual Plan... and if and only if appropriate to debate/modify the strategy to be consistent with actions... i.e. focus on our mission and on what we do uniquely best

• Interactions with the Executive Director

• we should only hire (or have hired) a MANA ED who is an extremely responsible, competent, and conscientious person
• the Board and the Board Chair must resist (to the fullest) any and all micro-management
• interactions with the ED between board meetings are quite fine, given that:

• operational actions are done as a volunteer in support of the ED
• operational decisions are made by the ED, with advice from the Board Chair (or other board member) when requested by the ED
• major board-level decisions are referred to the complete Board (via email, phone, or next scheduled board meeting)

• Conduct of Board Meetings

• the ED provides a draft of the meeting agenda and deliverables to the Board Chair... Board Chair reviews and iterates... ED emails to board members several days before the meeting
• meetings start on time (within 5 minutes)... given the agenda, the Board Chair suggests a duration for the meeting... meetings end at agreed time (within 10 minutes)
• MANA by-laws stipulate that 50% or more of the board members must be present for a quorum (i.e. at present 4 members) -- George is a voting member (any future EDs must be explicitly so elected)
• MANA board meetings should normally last about 90 minutes... involved topics (e.g. ED compensation, major events, annual budgeting) should be worked by a subgroup prior to the board meeting, with that subgroup presenting pertinent issues and recommended actions at the board meeting
• if any topic is going to require more than 20 or 30 minutes discussion, then the disease of "design by committee" sets in... delegate this topic to a subgroup
• general parliamentary procedures flow:

• a topic is initially discussed
• as appropriate, a motion is made by one member... and seconded by another member
• note: the Chair can solicit that a motion be made, but cannot make a motion him/herself
• note: regarding approving Meeting Minutes, both the motion and the second must come from attendees at the subject meeting
• open discussion on the matter... make sure this stays focused on the topic and is converging on this motion, a modified motion, or dropping the motion
• if another member has not already taken a "devil's advocate" position on the topic, the Board Chair should do so... all topics have two (or more) sides
• as appropriate, amend the motion (must be agreed to by the motion-making member)
• vote -- most all MANA votes require a majority of the members present to pass a motion... exceptions general involve a change to the By-Laws themselves
• in practice, we rarely have dissenting votes, but if they do occur the dissenting position should be summarized in the Minutes
• make sure that the motion and the vote are accurately captured for the Minutes

• the board can approve a motion that in turn delegates and pre-approves subsequent tweaking of the decision to the ED and a subgroup of the board
• short of voted-for motions, the Board Chair can also capture (and have recorded in the minutes) "sense of the board" on topics... this can be useful in jump-starting future more concrete actions
• the Board Chair should make sure that the Secretary records all voted-for motions... and also records key factual information that is presented or concluded... this assures that the Minutes are a self-standing record of all high-level MANA topics and any-and-all board decisions
• the Board Chair should keep board meetings "moving" at a pace that is brisk, but at the same time allows thoughtful deliberation of issues and infusion of creativity from the members... but as deliberation and brainstorming begins to lose steam, then bring the topic to a conclusion and move on

• Personality of the Board Chair

• board meetings and the Board itself will over time assimilate, to some extent, the personality of the Board Chair
• be yourself (that's why you're there)