Board Orientation Webinar August 2012
www.floods.org
Association of State Floodplain Managers
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Overview Governance (Roles and Responsibilities) Organization Constitution/Bylaws/Policies & Procedures Meeting Management
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Ten Basic Responsibilities of Boards as a Whole
Determine mission and purpose Select the Executive Director Support and evaluate the Executive
Director Ensure effective planning Monitor, and strengthen programs and
services
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Ten Basic Responsibilities of Boards as a Whole
Ensure adequate financial resources Protect assets and provide proper
financial oversight Build a competent board Ensure legal and ethical integrity Enhance the organization's public
standing Richard T. Ingram, Ten Basic Responsibilities of Nonprofit Boards, Second Edition (BoardSource 2009).
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Individual Board Member Responsibilities
Attend all board and committee meetings and functions
Be informed about ASFPM’s mission, services, policies and programs
Review agenda and materials prior to board and committee meetings
Serve on committees or task forces Inform others about the organization
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Individual Board Member Responsibilities
Suggest future board nominees Keep up to date in the field of FPM Follow conflict-of-interest and confidentiality
policies Refrain from making special requests of the
staff Make a personal financial contribution
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Three Broad Legal Obligations
Duty of Care Duty of Loyalty Duty of Obedience
Bruce R. Hopkins, Legal Responsibilities of Nonprofit Boards (BoardSource 2003).
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Additional responsibilities for ASFPM Board Members can be found in the
ASFPM Bylaws: Responsibilities, Rights, and Obligations of Members. Specific duties are identified for the Board as a
Whole, Officers, Regional Directors, Chapter Directors
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Organization – ASFPM Board Four officers: Chair, Vice Chair, Secretary,
Treasurer. These positions must be ASFPM members who are also state employees
Balance of Board can be any ASFPM member in good standing and subject to the geographic limitations of the specific board position
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Organization – Other Boards Three Boards:
• ASFPM Board of Directors • Certification Board of Regents (CBOR) • ASFPM Foundation Board of Trustees
ASFPM Board of Directors has ultimate authority, but relationships are different • CBOR: Charter, bylaws, goals/obj. Budget
within ASFPM annual budget • Foundation: Charter, bylaws, goals/obj. Own
budget. Foundation a separate 501c3
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Organization – Committees Committees of the Board can be either
standing or ad hoc. Current committees: • Long-term Finance (ad hoc) • By-Laws (ad hoc) • Chapter Issues (ad hoc) • Higher Education (ad hoc)
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Executive Director Chad Berginnis
Science Services Alan Lulloff
Jeff Stone Jason Hochschild
IT Manager Jason
Schneeberger
Policy & Partnerships
Katrien Werner
Technical Editor
Sam Riley Medlock
Director Emertius National Policy
Larry Larson Associate Director, Operations
Ingrid Danler
Training & Chapters
Finance & Accounting Bob Geenen
Conferences & Special Events
Diane Brown Chad Ross
Certification
Kevin Currie Member Services
Anita Larson Nancy Dunham
Kait Laufenberg
Association of State Floodplain Managers Organization Chart
August 2012
ASFPM Board
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POCs – Executive Office
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Program/Area POC Science Services (Projects) Alan Lulloff [email protected] CFM Program Anita Larson [email protected] ASFPM Website Jason Schneeberger [email protected] Chapter Issues Kait Laufenberg [email protected] Training Kait Laufenberg [email protected] ASFPM Foundation Sam Medlock [email protected] or Diane
Brown [email protected] Annual Conference and Events Chad Ross [email protected] National Policy Issues Larry Larson [email protected] or Sam
Medlock [email protected] or Chad Berginnis [email protected]
Board Travel (Booking) (Reimbursement)
Kevin Currie [email protected] Bob Geenen [email protected]
General Membership Questions
Kevin Currie [email protected]
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Constitution The constitution depicts general rules by
which the ASFPM will operate and has brief restrictions, powers, and duties of its officers and board members. Constitutions often describe the belief system, founding or guiding principles and moral direction of the organization. Established and amended by members. • Article III. Purpose • Articles V and VI. Officers and Board • Article IX. Amendments
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Bylaws Bylaws are more specific rules for
operations and governance. Bylaws must following state, federal and Internal Revenue Service regulations. Areas addressed include board membership including powers and duties, meeting procedures, voting procedures, and state chapter formation. Established and amended by vote of ASFPM Board of Directors.
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Policies, Procedures/ Guidance (PPG)
Policies are broad statements of direction on particular issues.
Procedures/Guidance represent an implementation of policies and should evolve over time as new tools emerge, new processes are designed, and in response to internal or external environmental changes. • External PPGs established and amended by
Board. Internal PPGs established and amended by Executive Office.
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External PPGs ASFPM Awards Financial
• Investment • Budget
Coordination and Partnership with other Organizations
Goal / Objective Development (Circle of Life) White papers and technical bulletins
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Example – Annual Goals and Objectives Development
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Internal PPGs Financial
• Internal controls • Reimbursement
Office Administration • Timekeeping, Professional Leave
Projects and Project Management • Subcontractor agreements
Conference and Events
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Example – ASFPM Leadership Travel to Chapter Meetings
Small budget annually for ASFPM leaders to go to Chapter meetings
Invite usually to Chair, Vice Chair, or EO leadership
Decision to go based on number of factors including role, responsibility, strategic interest
Chapter must pay for event registration and lodging, ASFPM pays for getting to and from
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Meeting Management General Meeting Management Tips
• Have an agenda • Have a meeting leader responsible for
conducting meeting and sticking to timeframes • Stick to the timeframe of the meeting, check
with the attendees to see if meeting can run long
• Use good procedures for voting or decision making. Let attendees know in advance what methods will be used
• Follow-up promptly with notes or minutes
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Meeting Management Board of Director’s Meetings
• Governed by Roberts Rules of Order • Abbreviated list of motions in the Bylaws
General Guidelines • You must first obtain the floor (the right to speak)
by being recognized by the Chair • Debate can not begin until the Chair has stated
the motion or resolution and calls for discussion
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Meeting Management General Guidelines
• Debate should be ended prior to voting • No member should speak twice to the same
issue until everyone else wishing to speak has spoken to it once
• All remarks must be directed to the Chair. Remarks must be courteous in language and deportment - avoid all personalities, never allude to others by name or to motives
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Example – Debating a Decision Item, No Amendments
1. Chair introduces decision item on the agenda 2. Chair introduces motion by stating “I’d entertain a
motion to ...[read motion]” Then another board member makes the motion by saying “So moved” or “I’ll make that motion.” The motion language will be on the agenda
3. Another board member seconds the motion 4. Chair recognizes staff to provide report on issue
(if applicable) 5. Chair recognizes board members to debate the
motion
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Example – Debating a Decision Item, No Amendments
6. Chair recognizes outside witnesses (non-board members) to speak
7. Board member says “I call the question” or “I move to the previous question” to end debate
8. Chair remarks “is there any objection to the calling of the question”
9. If no objections, Chair calls for a voice or roll call vote. If there is an objection, debate continues or chair can call for a vote (2/3) to end debate
10. If Board approves, Chair remarks “Motion is approved”
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Example – Amending a Motion • A motion must be on the floor • Board member says “I move to amend the motion
by . . . [state amendment]” • Amendment must be seconded • Chair states the amendment precisely • Debate on amendment occurs • Debate is closed and a vote on the amendment is
taken • Then debate must be closed on the original
motion as amended • Vote on original motion as amended is taken
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Example – Tabling a Motion The way to put something aside temporarily is to move that the matter be laid on the table • During debate, a board member would say “I
move to lay the present motion on the table” • The Chair would immediately call for a vote. A
majority affirmative vote would result in an issue being tabled
• Later during that session or at another session, a motion must be made to remove the decision item from the table
• The chair would immediately call for a vote and the item could be then debated and voted on
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