ROBERT HAND: So let's go to start getting now into some of the real details of it, which is the functions of the board. 

Okay.

Oh, good.

PAULA MCELWEE: I want you to think about your board or your council.

And I also want you to think about the ones you've observed.

Maybe you went to do a testimony and you watched them work, you know, and you were in the audience.

With all of those situations I think, in my experience, now, I do usually go see the centers that are struggling.

So, in fairness, but in my experience, there are often people on the board who do there are often people on the board who do not know what a board is supposed to do and not know what a board is supposed to do and who go some very odd directions.

I worked with a center where the board president insisted that they sign a contract with his business without going through any kind of a process to decide whether that was a good idea or not.

But just because he was the board president, he thought he could say anything he wanted and that's what he said he wanted from them.

And that shocks us, but on the other hand, when did we ever train him?

So we have these behaviors sometimes that come from board members.

I've seen the most amazing transformation in people that seem like really great board members.

When they become the president of the board, and their whole personality changes.

Has anybody else seen that?

And suddenly they are in a situation where they think that's their job.

They believe that their job is suddenly to do some other things that's not really their job.

And so they're going to assume and guess and go that direction unless you have some training that, and some other, you might have other things, like bylaws and descriptions of positions, etcetera.

Unless you give them real information, they will imagine what they're expected to do and go somewhere you don't want them to be.

And it's a very difficult thing to bring them back because now they've already made a public stand.

Now it would be embarrassing for them to back down from whatever it is they've them to back down from whatever it is they've done because it's out there, and they didn't done because it's out there, and they didn't know it was out there because nobody really educated them on how boards are supposed to work.

As you watch your own boards and watched other boards and councils, you see that sometimes don't you.

That behavior of a board member that's out there doing something that is not in the best interest of the board or the person's role on that board and to some extent it's because they're guessing what they're supposed to do instead of you telling them.

So help them out a little bit.

Let's give them some training that gets you where you need to go.

So that's my little intro.

ROBERT HAND: in board training, often I say for you board presidents you have to realize that being elected president isn't the same as being elected God.

There's a difference in those.

Because sometimes they're not sure.

So the first thing we're going to talk about here is the duty, in effect, of board members.

This is sort of the ethics of it.

The three basic ethical responsibilities of a board, and that's covered in your book.

And the one first is duty of care.

So a board member has an ethical commitment to take care of their business as a board member.

To look at the financials, to pay attention to the reports they're getting, to ask questions if they don't understand.

If they just say this is going to look good on my resume so I'm going to be a board member and I'll show up periodically, they are being an unethical board member.

This is a commitment that you should show your board members and say this is the commitment you have to make is that you have a duty to take care of this business and take care of your responsibilities as a board member as you would if you were running your own business in effect.

And that's one of the things we try to say to them, is think of it from that standpoint.

That if it was your money and your reputation at risk, how would you go about it, and take that same kind of care in being a board member.

No problem.

Second is duty of loyalty.

And we're going to talk about that in much more detail right after, in this next part.

But, in other words, everything they're doing as a board member has to be for the good of the organization.

And that's one of the main problems, obviously, when there are issues with board members, do they have some personal aspect of this issue that's coming up?

But they have an ethical responsibility, we're going to talk about a legal responsibility, that their commitment, their decision making is always for what's good for the organization.

And they have a duty of obedience.

Board members don't like to hear that, that they have a duty of obedience.

But basically to obey their own rules.

In other words, you have articles of incorporation, you have bylaws, you may have resolutions that your board has passed about how the board is supposed to run, and they have the duty to know those and follow those just as a staff person has a duty of obedience to the personnel policies.

And they should have written policies as a board that tells them how they're supposed to operate.

So it's critical when you're teaching people to be board members that they understand that they, too, have guidelines that they are ethically responsible to follow and to take care of.

In the next section we talk about, and this is in the appendix, the second appendix there it talks about it, is legal responsibility of a board and legal protections of a board.

And, again, when I do board trainings, but also when I do Leadership Academies, this is something that people are very interested in.

So, again, I'm going to tell you I'm not an attorney.

Don't take any of this as legal advice.

But the attorneys, we both know, have taught us all of this, so I think it's good.

A board is generally protected in two ways.

One is by being a corporation.

And understand for most organizations when they incorporate, not just non-profits, but for profits, one of the main reasons they're incorporated is to protect their board members, because in our laws the corporation becomes an entity.

The corporation becomes a person, in effect.

And so if that corporation does something wrong, it's the corporation who's responsible, not the individual board members.

Now, there's limits to that we're going to talk about, but that's the basic thing.

So, assuming you're working with a group that's incorporated, you have that protection.

And one of the things we teach in the Leadership Academy is if you're asked to be Leadership Academy is if you're asked to be on a board, you have a right to ask for these things.

Look for the articles of incorporation and see that they have been stamped so it is incorporated.

You know, look for the stamp, the letter from the IRS that shows that they did get their nonprofit status, because I was asked to be on a board of a small foundation and they assured me they had their nonprofit status.

And it took a couple of board meetings, but I finally said, "I have to see that letter."

And it ends up they didn't have that letter and they had to go back and pay back taxes and do all sorts of things.

So, as a board member, you should always be proactive about looking at this stuff.

Yes.

PAULA MCELWEE: I'd like to mention one thing related to SILCs.

SILCs are not required to be private non-profits and there are many reasons why most of you are. 

But if your SILC is not incorporated as a private nonprofit, you may want to look at some of these as reasons when you talk about it at your council level.

There are some other reasons as well, you know, being able to raise money and peoples' gifts to you being tax deductible being one of them.

But there are other legal reasons, and that's part of what he's describing here.

AUDIENCE MEMBER: are you saying there's a benefit for SILCs to consider being nonprofit?

PAULA MCELWEE: most SILCs are not for profits and definitely there are benefits, and this is one of them.

ROBERT HAND: so you have the corporate protection as long as you're incorporated.

And, again, remember we're teaching people to go on to other boards of other non-profits, so we need to teach them look and make sure that they're updated as a corporation.

And you incorporate, by the way, within the state you're in, typically.

Most non-profits do that.

Some for profit corporations, like I incorporated one in a different state because they had better tax laws.

So you don't have to be incorporated in the state you're in.

But for all of that, for the non-profits we joined, typically you do that within the state that you're in.

That varies by state to state.

In California you go on the secretary of state's website and they have the articles and you have to use those word for word and you put in a little paragraph that says your purpose.

Otherwise, they give you the articles of incorporation.

But that will vary from state to state.

And, by the way, let me mention you should tell people to review those, because some of them are very old and very out of date.

So they should be looking at them, but we'll talk about articles later.

But they're incorporated.

The other way a nonprofit board is protected is what's generally called the Good Samaritan Laws.

To my knowledge, every state has some form of them.

But, again, it varies by state and you should look them up in your state.

What it basically says is if you're a volunteer just doing good things out of the goodness of your heart, that you can't be held responsible if something goes wrong.

Now, the way this often comes up is there's a car wreck and somebody's in this car hurt and you go and grab them and pull them away because you're afraid the car is going to explode, but it ends up that in moving them you made the injury worse.

Can they sue you?

And in the past they could.

Most states now, their Good Samaritan Laws say, well, no, it's not that person's fault.

They were just doing what they thought was best.

And as board members, as long as you're, again, we'll talk about exceptions to that.

As long as you're doing board activities in a fairly reasonable way, you are protected by the Good Samaritan Laws.

In California they're quite strong.

In fact, if you want to sue a board member of a nonprofit, you first have to go to the judge and even get permission to sue them.

You have to prove that there was something so bad that you should even be able to bring it up in court.

But, again, how strong they are is going to vary state by state, but every state should have some kind of Good Samaritan Laws that protect people when they're volunteering their work.

There is no protection, though, for malfeasance and neglect.

And by the way, we tell everybody, again, when we are teaching CLA, we say, see if they have directors and officers insurance.

Some very small ones might not.

If it's large at all, they should have that.

But it doesn't protect you from these things because these things are illegal and if you're doing something that's illegal, you're not protected.

So conflict of interest.

Now, I'm going to say first you could get in trouble for malfeasance, which normally is neglect, but very few people are ever found guilty of that as a nonprofit.

Technically you could be.

Let's say you were on a board and they were getting government funds and you said, oh, do we get a financial statement?

And the executive director says don't worry about it.

We're taking care of all of it.

And you just said, oh, okay, as long as you're taking care of it.

Well, that board has financial responsibilities.

If you didn't even look at it, you could be guilty of malfeasance or neglect.

If they were taking government money and running off to Tahiti and celebrating and stuff.

It's not likely to happen, but it's possible.

But if you said, give me a financial statement and they gave you one and it was all wrong, they were just making it up but you had no reasonable way to know that, you are not responsible for it.

As a reasonable person, you got a financial statement that looked good and that would be fine.

But technically you could have a problem of malfeasance or neglect.

The big problem, though, with non-profits, if any board member ever gets in trouble it's conflict of interest.

And where that generally comes in is if the individual or his family has personal gain by decisions being made.

And in this process we're going to teach you how to address that.

I mean, as a board member you may well have something.

They want to buy land, you have land and you want to sell it to them at a very good price.

There's nothing wrong with that as long as you proceed correctly.

But where it gets in trouble is where you don't proceed correctly.

So if you have land and you say, hey, yeah, I want to sell it and you're on that board and you participate in the discussion and then you vote on it and they buy the land for $500,000 and then somebody says, oh, we should look at the real value and they do an assessment and it's worth 250,000 and you just made an extra $250,000 profit by selling it to that nonprofit that you're on the board, the IRS is not going to like that.

And that board could lose its nonprofit status and you could go to jail.

So it's very important to understand conflict of interest.

Now, what I think is interesting in our groups is that some of our consumers might have that.

Many of us have people on our boards who are receiving services or who have family members who are receiving services.

So take at RICV, we do job placement there.

It's they do job placement.

It's no longer we.

They do job placement.

If you had a board member who Department of Rehab referred and you're getting job placement services and the executive director goes to the board and says, you know what?

We're losing money on this.

I think we should look at dropping job placement.

Well, as a board member you're not getting any money, but you're getting a service that has a monetary value to it.

So if you participate in that decision-making process about whether they should keep that, then you've committed conflict of interest in there, and there could be a consequence of that.

Again, rarely does any board member of a nonprofit get prosecuted, but it does happen.

And what's worse is even if you don't get prosecuted, the nonprofit gets a horrible reputation in the community.

One of the things that's also important to teach, we're telling you about what to teach within this, is there's two things.

There's conflict of interest and there's the appearance of conflict of interest.

And often in bylaws you will say a board member will not have a conflict of interest or the appearance of such a conflict, because even if it's not legally a conflict, if it looks like it to the community, the damage is still done.

So when we go about talking about how you vote and how you do that, well, I'll talk about a little bit of it right now.

The main part is if you're on a board and you think you have a conflict of interest, you need to tell people that.

If you know you do, you announce it.

If you're not sure, you say to the board, this could be a conflict, so tell me how, what you want me to do about it, and the board can decide if it's a conflict or it's not.

But if it is, what you want to do is you can still answer questions.

So let's say you're selling this land.

Now they have questions about it.

How big is it?

You know, how much did you pay?

Did you have it assessed?

And you have the right to answer those questions.

As soon as it goes beyond that, the best thing is to recuse yourself.

In other words, to say, okay, I'm going to step out of the room.

And you tell the secretary please note in the minutes that I left.

Now there is no conflict.

If they buy it and you sell it to them, but you did not participate in the decision and that's in the minutes, there's no conflict of interest.

Now, if you don't actually leave the room, you have to not participate in the discussion.

And when it's time to vote, you have to abstain and you have to make sure it goes in the minutes that you abstained.

And as we talk about parliamentary procedures, we're going to be talking about we teach to always ask if anyone abstains.

Robert's Rules of Order says not to do that and we're going to talk about that and why, but we always do it for many reasons, but this is the main one.

If there's a conflict of interest, and there's other aspects that could be a conflict.

Maybe you're a wheelchair user and you're talking about whether they're going to buy a vehicle with a ramp or not a ramp and it could be a conflict because you could gain one way or the other.

PAULA MCELWEE: I just wanted to add that all of you probably have questions sometimes about whether there's a conflict because there are consumers on your board, right?

There are people who sometimes receive services, they may or may not currently be receiving services, on the centers boards.

On the SILC boards you have at least one representative from a center on your board as well as other people who have disabilities and may be receiving services from centers or might be board members from centers.

And I get a lot of questions about, and this gets bandied about as soon as somebody is mad about something.

Well, they have a conflict of interest.

They might or they might not.

You really do have to say are they personally going to get an impact or get an advantage from the decision that's being made?

And you have to be very careful about really analyzing is it a personal benefit because just because you know about something or just because you receive a service or just because you're, you know, involved in that center doesn't mean you can't talk about what's happening to all centers.

Of course you can.

If you're on the SILC and it's something that's a decision that's going to be made for all centers, you're going to participate in that because you're there to represent that viewpoint.

That's a requirement.

So that's not a conflict unless you're saying, well, my center is really better than all those other centers and I want you to give the money to me.

Now, that's conflict.

But do you see the difference?

When you're a consumer on a board, you're often going to have many of those situations where you think to yourself, hmm, I need to check this out to see if it's a conflict.

Always check it out.

As Bob said, if you are not sure always ask.

But it's not really healthy for you to think in terms of everything you say is a conflict because you're a consumer because that's not true.

There are many decisions being made on a regular basis and you're there to represent that consumer view.

So it's not a conflict automatically.

It's only a conflict if you're directly benefiting some way.

Did you have a question?

Get the mic, please.

AUDIENCE MEMBER: in the example that Bob just gave about buying a vehicle that is accessible versus non-accessible, possibly being a conflict if you're a wheelchair user, wouldn't that be a non-conflict because the organization itself benefits fully from having an accessible vehicle?

I mean.

PAULA MCELWEE: he already acknowledged it wasn't a good example.

You try to think off the top of your head.

You've got the ADA question, too, depending on the purpose and so forth.

So, yeah, good catch.

KIMBERLY TISSOT: I think it's really important, too, when you're teaching CLA to teach the consumers they're not just going to be advocating for themselves but for the disability community as a whole.

That's the key there.

I think everyone, probably every board has had, or SILC has had this conflict before where they'll advocate for something that's affecting people with their type of disability.

Well, that's an issue because we're an organization that is serving cross disability.

PAULA MCELWEE: the job placement example is an excellent one because their is somebody receiving that direct service and the center is making a financial decision as well as a program decision around what should happen there, and it affects them right now.

And we've all had people who take a viewpoint and drill down into it for that reason.

ROBERT HAND: so that's the point of whether that person is getting personal gain.

Most boards that's not an issue because it's not people who are providing services.

So, I was on the board of a nonprofit and one of the members, their son sold health insurance.

And we didn't buy it from them and he got very upset and he got the board the next year to appoint an insurance committee to protect me from mean public members who would get upset about the decision.

And he was on that committee, so he helped to decide which insurance companies were going to be interviewed and he sat in the process of the interviews.

And then when they voted, he abstained and his son got the contract, and he said there was no conflict because he didn't gain anything, only his son did.

That's why I had the job at RICV because I told them that was illegal and I could not be the executive director there anymore and I left.

Those are the kind of conflicts that you have to be really careful of.

But there are, on occasion, some where it's a consumer who has a personal reason that they're going to gain by the decision of the board and that's when they may have a conflict.

Now, there's other kinds.

There's the legal conflict and then there's sort of the ethical conflict.

Now, every board should have a conflict of interest statement either in their bylaws or in their board packet, and they should have a statement that the board member signs that recognizes that.

Some people have them do it every year.

Some people have them do it every time they're elected.

But one way or another, you need to have that document.

But sometimes there's another kind of sort of corporate conflict that you may have.

Well, first, a nondisclosure statement of confidentiality, but some agencies do work for other programs and they bid on it.

And so then you become like a business.

You have business aspects that you're running that you don't necessarily want some other nonprofit to know, but your board members may know those.

So in that case you may have a nondisclosure agreement that says we do this kind of work for pay, a fee for service, and this is our bidding process with all of these details that a board member might see.

And so you have a nondisclosure statement that says they're not allowed to tell anybody else that information.

That's not really a legal conflict, but it is a corporate conflict that you have to watch out for.

And those things, if they're written correctly, of course, can be legally binding to the board members.

And now we go on to the much more detailed sections.

I am still on right?

KIMBERLY TISSOT: yeah you are good.

ROBERT HAND: functions of a nonprofit board, this is in section 5.

This is really the details of what a nonprofit corporation is that we'll be going over next, but first we're going to turn it over to you, right?

KIMBERLY TISSOT: yes.

So now we're just going to talk about roles of board of directors.

So I'm going to kind of have you guys start participating.

And who can tell me what the chair's responsibility is on a board or the SILC or any nonprofit organization?

So who wants to go?

PAULA MCELWEE: grab a microphone.

Somebody up here?

AUDIENCE MEMBER: do you have an answer?

AUDIENCE MEMBER: I have a statement.

I don't have an answer.

KIMBERLY TISSOT: I'm sure you have an answer.

AUDIENCE MEMBER: I believe the responsibility of the chair is to run the meeting.

KIMBERLY TISSOT: run the meeting.

Absolutely.

Any other responsibilities?

PAULA MCELWEE: back here in the middle table.

AUDIENCE MEMBER: make sure that the rules and regulations of the bylaws are being followed at all times.

KIMBERLY TISSOT: good.

Anyone else?

PAULA MCELWEE: the back table?

AUDIENCE MEMBER: convene a special meeting, or committee as necessary, for the business of the board. 

KIMBERLY TISSOT: are you reading that?

AUDIENCE MEMBER: yes.

KIMBERLY TISSOT: what about the agenda?

Who should be involved with the agenda?

The chair.

Yes.

A lot of times I've seen the executive directors do it and then just hand it over to your board chair, but I think you really want to include the board chair in all of that because they have to guide the meeting.

What about vice chair?

Or vice president?

AUDIENCE MEMBER: if like Miss America cannot perform her duties, vice chair steps up for that role.

KIMBERLY TISSOT: absolutely.

What about secretary?

AUDIENCE MEMBER: minutes, make sure everything that's discussed is included in the minutes, as well as assisting the president in all of those administrative tasks.

KIMBERLY TISSOT: and then also being the holder of the bylaws and keeping the organization organized.

So asking those questions about articles of incorporation, which any board member should do, but the secretary should have a copy.

PAULA MCELWEE: Kimberly, do you think the secretary should take all the minutes, write all the minutes?

KIMBERLY TISSOT: what do you guys think?

PAULA MCELWEE: it's a trick question.

KIMBERLY TISSOT: it is a trick question.

AUDIENCE MEMBER: I say that the secretary should be responsible for the minutes and the record keeping.

I don't know if the person necessarily has to write them.

KIMBERLY TISSOT: a lot of organizations with paid staff, their admin staff will be on the board doing the minutes and then the secretary will be in charge of reviewing and making sure it goes out to the board and getting approval.

Any other comments on the secretary position?

AUDIENCE MEMBER: I think often at least the secretary is the point of communication, so board members are sending maybe agenda items to the secretary, that kind of thing.

That's being discussed with the chair, but that they are the conduit of the board, communications, sending out information, that kind of thing.

KIMBERLY TISSOT: yeah.

They're kind of keeping the board organized.

All right.

Treasurer.

My favorite.

This is a little bit more complicated, but what are the treasurer's responsibilities?

AUDIENCE MEMBER: financial statements.

If that board requires dues, that's the person you pay your membership dues, whatever.

Any money that is going through hands usually goes to the treasurer first.

And during the meeting, they give the financials, the statement of whatever is in the bank, who paid in, what's been paid out.

KIMBERLY TISSOT: yes, what about audits?

What are the treasurer's roles with financial audits at the end of the year?

Anybody?

AUDIENCE MEMBER: they have all that information whenever there is, or they should.

KIMBERLY TISSOT: and they should be helping coordinate the audit, making sure the right firm is hired and all of that.

Yes.

AUDIENCE MEMBER: so we have a paid staff CFO and a board treasurer and I was kind of wondering, well, what does the treasurer do if the CFO is in office all the time?

KIMBERLY TISSOT: okay.

Those two need to work very closely together.

We have a director of administration who does all of our finances and we also have a treasurer who is a CPA.

Our treasurer is a CPA, our director of administration is not.

So the two of them work very closely together with the P&Ls that come out.

We send our treasurer P&Ls every week, every time we do any kind of bills, to stay involved.

Those should be talking because the treasurer is actually responsible for.

AUDIENCE MEMBER: in that situation, the treasurer also serves as kind of that checks and balances to make sure that the staff is performing their duties.

KIMBERLY TISSOT: absolutely.

To oversee the financial policies and.

ROBERT HAND: so many of us, I mean, we do have paid staff.

And remember we're working with grants that are extremely complicated.

Even if you're a CPA, you may not know the billing processes for 704, in California for the 204.

So I think it's important for your board to understand.

If you have that paid staff, they need to do it.

But the treasurer is responsible first to get that information.

And remember that the IRS recognizes particularly the president, the secretary and the treasurer, so they're going to hold those positions responsible for certain aspects, like the audit.

You must have your board look at your audit.

Are you going to talk about that under finances?

KIMBERLY TISSOT: yes.

ROBERT HAND: yeah.

Okay. 

And we had a comment way in the back first.

AUDIENCE MEMBER: I just wanted to mention, too, that it's really important because most SILCs are, you know, have a few staff.

Ours have, we have two and a half, but it's important to have separation of duties for several reasons.

PAULA MCELWEE: part of the board's responsibility would be to know that that is true and part of the reason you bring an auditor in is to verify that that is true.

So the board has that fiduciary responsibility, the staff end up often having the day-to-day responsibility related to that.

One up here and then Jim after that.

AUDIENCE MEMBER: we actually have our auditors come in with the full board and do an entrance audit and an exit audit, and it allows, and we also, with the entrance audit we also are able to have the ED of the organization excused so we can bring up specific things we want the auditor to look at during the year, that kind of thing.

Again, it's kind of some checks and balances in a place that, so we know that the proper forms are being filed, that the auditors are coming back and actually pointing out any deficiencies to us that we know we need to correct during the year.

It's a really good way, it makes you feel like, okay, we're really covering ourselves well by doing it this way.

KIMBERLY TISSOT: absolutely.

And I'll talk about this a lot more later, but the treasurer really needs to have that relationship with the CPA auditor as well.

It should not be just the executive director and the auditor.

And it's very important to also invite that auditor to speak to the full board.

I think a lot of boards I don't see that happening, but that's something that you want to teach your CLA folks to ask those questions, to ask could we get a presentation by the auditor.

AUDIENCE MEMBER: I can't always hear, so you may have already discussed this.

I heard a lot of what she was saying.

The signing of checks, in our case, anything that's over $3,000 expenditure does not take my signature, but it takes that board treasurer to sign.

Just so we have more eyes on things.

One thing I've learned over the years is we don't want to touch the money.

There's so much risk and so much liability involved in touching the money and you really want to cross i's on everything you do and signatures and just making sure that people are watching and people are aware.

And sometimes you just have to, you know, sometimes people don't want that responsibility.

And so with the treasurer, sometimes you have to make sure and stick it in their face and say you need to be aware of this.

PAULA MCELWEE: we do have training just on the financial aspects.

If you'd like to ask us later, we can tell you what, the training we did in Baltimore earlier this year is all up online.

So it's as if you were there almost.

KIMBERLY TISSOT: and also in your book under 2g of the appendix on page 174, you'll actually see all the definitions of these officers as well.

All right.

What about, not many boards have this, but we actually do.

What about immediate past chair, what would their role be?

AUDIENCE MEMBER: depends on what their term is on the board.

It's depending on what they become after that.

Do they go back to being community rep?

Are they, you know, is their regular board seat continuing?

But you're probably looking for whether or not they should be jabbering away with the new board chair or giving advice?

KIMBERLY TISSOT: mentoring.

Yes, ma'am?

Did somebody have a comment?

AUDIENCE MEMBER: we have on our board a requirement that the immediate past chair is an ex officio member and he or she participates in the board meetings.

They bring not just continuity, but experience.

Kind of mentoring the new folks.

KIMBERLY TISSOT: absolutely.

That's what ours does.

And they also have a history of the organization.

So they were there, they served their term and they can speak about the history with the new chair.

It's been a great role.

All right.

What about the chair elect?

And this one would be typically for organizations, and this is seen a lot in organizations that do not have staff.

What would their, they would?

Anybody want to guess?

AUDIENCE MEMBER: well, I can read from the book, but I'm not going to do that.

Would these organizations typically not have a vice chair or would they have a vice chair and a chair elect?

KIMBERLY TISSOT: they would have both.

AUDIENCE MEMBER: I would think that it would be the same thing.

Continuity and learning the history, seeing what's being done.

And even gathering ideas for what to do and in the future knowing what's on the radar for the next few years.

KIMBERLY TISSOT: okay.

Very good.

All right.

And then my favorite, parliamentarian.

Who wants to guess what they do?

I see a lot of times the secretary fulfills this role.

Anybody want to guess?

That lovely Robert's Rules.

But not all boards follow the Robert's Rules of Order, so they, make sure the, go ahead.

AUDIENCE MEMBER: if you're going to answer, I don't want to be wrong.

KIMBERLY TISSOT: no, go ahead.

AUDIENCE MEMBER: wait for the mic.

AUDIENCE MEMBER: I would guess that they would interpret the bylaws and the rules of the organization.

KIMBERLY TISSOT: absolutely.

So if they don't have, if they don't have any form order like Robert's Rules, you know, an organization should have rules of how their meetings will run.

And so the role of a parliamentarian will make sure that it does flow smoothly and make sure that all the meetings are actually run as they're supposed to.

All right.

Any questions?

ROBERT HAND: I'll make a few comments on a couple of those.

One is, by the way, with chair, some places have a chair, some places have a president.

Technically there are differences in those.

The president is president of the corporation.

But for 99 percent of us, there is no distinction.

It's just a difference in terminology.

So that's how we would approach it.

The other thing is, Kimberly went through those, most organizations are small enough they don't necessarily have a chair elect.

Hopefully your past chair may still be on.

But what often happens is somebody doesn't become chair until their term is almost over.

So maybe they're chair for a couple of years and then they go off the board.

What all of this is trying to address is continuity.

So often we have officers and they serve for a term or two and then they're gone, and then you just elect brand-new officers who maybe weren't on the executive committee, haven't experienced all of that, and so you're kind of starting from scratch again teaching them as officers what their responsibilities are.

So whether you use the kind of thing of chair elect or having past chair, whatever, the key is to have a process, and maybe it's the Leadership Academy, maybe it's some other process going on so just as within your organization you want to be teaching people about management and helping them move up when possible, in your board you need to be teaching them not just about the board, but about board leadership roles so when those become open, you have somebody stepping into them who knows what they're doing rather than, again, reinventing every couple of years and having to retrain board officers after they're already the officer.

So you lose a lot of time when doing that.

PAULA MCELWEE: the time that's lost is often you lose the ability to take any action.

So the board stagnates until the next leadership comes up.

So you need to keep it moving.

You had a question or comment back there?

AUDIENCE MEMBER: in order to be defined as the board, are there certain board or officer positions that have to be in place?

ROBERT HAND: generally it's the chair, secretary and treasurer.

That's what the IRS, and I forget, they say, I think, that the chair cannot be treasurer or secretary as well.

You can have somebody who is a secretary and treasurer, but the chair has to be a separate position.

But those positions have to be listed.

PAULA MCELWEE: the rest are pretty optional and you define that yourself in your own structure.

So in your own documents, in your own descriptions of exactly who does what, hopefully you have those documents, too, to help guide people.

ROBERT HAND: after lunch we're going to go into articles of incorporation, bylaws, and the very specifics of how a board operates.

But one of the things we wanted to do right now, is that an actual slide?

PAULA MCELWEE: it is.

ROBERT HAND: you know, one of the things that's important, we feel, is to understand how critical it is to have trained boards.

And one of the ways you do that we thought was by some of us, hopefully some of you, we can all do it as well, give examples of boards that they've, now, without names.

Don't name anybody, boards they've seen that really ran well and how that affected it.

Or if you have examples of boards who were totally lost and didn't know what they were doing and how that affected it.

KIMBERLY TISSOT: I see a lot of smiles and giggling right now, so I'm really interested to hear some of these stories.

PAULA MCELWEE: and then he's going to say I should tell them because I know the centers that are in trouble.

That's not the only group I work with, but I spend most of my time with the ones that have plans for correction of some sort.

I'll tell you what happens sometimes is that the board missed out on what their role is and they try to be the executive director instead.

And I bet all of you have had that experience or had a little of that push and pull.

If the board doesn't trust the executive director and then measure their performance in some concrete way, then sometimes the board feels like they're supposed to do something more, so they try to actually do it for people.

Answer questions.

One board I worked with a staff person took a complaint to a board member and went outside the policy and procedure.

And the board member said, oh, yeah, you've got to, and took it to the next board meeting and asked for executive session and told what the staffer had said.

Well, the executive director, you know, it's completely different than the actual story the executive director would tell, but this board member had already promised this staff person that she was going to get her job back for her and she was going to be able to do that.

You can't do that.

I think one of the scary things is when board members individually decide that they can act because they're a board member.

And really the board is only the board when the board is together or when they're assigned a task by that full board.

So that's a big one that I see is that a board member or a board chair, as I said, sometimes they change their approach, one or the other thinks it's their job to run the day to day.

Anybody ever see that happen?

Is that resonating with a few of you?

Sometimes that will change from one administration within the board to the next. 

One board chair might be fine and the next one gets elected and they have a different vision.

Another one I see that's interesting is sometimes we'll recruit a board member and we'll say, we're recruiting you because you have this expertise, and then they want to be involved anytime you make that specific, decisions related to that expertise.

They feel like, well, they said they wanted me on the board for that reason, so it must be my job to intervene more in that particular area of expertise.

So maybe it's personnel.

You have personnel background.

Maybe it's building.

We know you're an architect and you might give us some advice around questions that come up related to, whatever it is.

A CPA, a lawyer.

We always are looking for people with certain expertise, but don't misstate when you're telling them why you're having them on that board.

You're not having the CPA on your board to be your CPA.

You're having them on the board because they have a perspective that is helpful in a general discussion.

But sometimes when we recruit them, we give them the wrong message, and then we are surprised when suddenly they take on roles that are a little bit beyond the roles they should be.

I bet you've got some examples too.

ROBERT HAND: do any of you have boards where the board meeting lasts all day long?

PAULA MCELWEE: some of the SILCs.

ROBERT HAND: yeah.

I was on a government board and the chairperson was the nicest guy you'd ever want to know, but he, to him it was more a social occasion.

And at one point he said, well, let's each of us tell our background and why we're here and what we think about this, which went on for about an hour and a half.

And the end of the day was coming up and he said, wow, it's almost 5:00, so we're just going to have to go ahead and stop and leave.

And the staff person for that government entity said, no, you have legal responsibilities that you must address right here.

It was on our agenda and you never got to it.

And so, you know, in 10 minutes we're trying to take care of what we should have been talking about for an hour and a half.

And so sometimes you have board members who don't realize that we're going to talk about that.

Decision-making body, that's your purpose, make a decision.

Yes, you have to get information.

If you want to socialize, it's wonderful, do it later, but that's not what the board is.

PAULA MCELWEE: because your SILCs specifically, you have a responsibility to the open meetings law.

Whether or not the centers are also responsible under open meeting laws changes somewhat from state to state depending on how they define that, but your SILC always is.

And you're supposed to tell people what you're going to talk about and then you're supposed to talk about it, and then you're supposed to make the decisions you said you were going to make.

So if you're off in some other place, you're not following your responsibilities to the public that you need to follow based on those open meetings requirements.

So you need to be following that agenda, you know, whatever it is you put up there.

ROBERT HAND: we had a comment here.

PAULA MCELWEE: I didn't see it.

Did you have a comment?

AUDIENCE MEMBER: could I please have a definition of what that was that you were just talking about?

PAULA MCELWEE: the open meetings law or it's a sunshine law sometimes you'll hear it called.

Every state has some kind of regulation around how publicly formulated entities have to tell the public what they're doing.

They can't have secret meetings.

Now, those laws will vary from state to state.

ROBERT HAND: we're going to be covering those in more detail.

PAULA MCELWEE: quite a bit later on.

KIMBERLY TISSOT: Bob, there's a website too, that will show all of your state sunshine laws.

PAULA MCELWEE: so you'll know where to go to find that information for your state.

AUDIENCE MEMBER: I was just going to say it's terrific to say the board meetings should be relatively short, but if there are no committees ever meeting and nothing else happening but, for example, a SILC meeting, then that kind of defeats the whole purpose, because he's going to be basically saying we're going to talk about this some day and move on to the next topic.

So in terms of how long a meeting should last, I think it depends upon the other structures that are going on, what else is happening.

PAULA MCELWEE: it also often depends on the organization's growth curve.

So when you have a new executive director, you might have a longer meeting because you have more to cover because that new executive director found some things that need to be brought to the board's attention.

You need to kind of think in terms of what is the need for the board to accomplish.

But some of the things that happen at a board meeting are not necessary.

So when you're doing that tradeoff.

ROBERT HAND: it's not about the length really, it's about what's being addressed.

Is it long because they're totally off topic and just going on or is it long because the way it was organized?

All of those things.

PAULA MCELWEE: and you guys are going to be talking about committees.

ROBERT HAND: yeah, we will be talking about that.

KIMBERLY TISSOT: I got a call recently from a director about guardianships, someone on their board has a guardianship.

Have you, anyone ever experienced that?

Does everyone know what a guardianship is?

Nothing that we don't like.

It's when someone is deemed incompetent by the state, by the courts, and someone else has legal rights of that individual.

So someone who has guardianship, which sometimes unfortunately falls within the community of the individuals with intellectual disabilities and developmental disabilities, they can't serve on a board if you have guardianship because they cannot make decisions about their own finances, apparently.

A lot of times this is wrong, but how are they supposed to serve on a board if they're unable to make decisions about themselves?

PAULA MCELWEE: the very same issue, though, applies to youth.

So are youth old enough to make a legal decision?

So if you're putting youth on your board, are they on your board as advisors or trainees or whatever you want to call them?

What is their role on your board?

Until they have the legal right to make decisions for themselves, you probably don't want them to be full board members because they don't have the legal right to make.

KIMBERLY TISSOT: they're great on committees, but, I could go off about guardianships.

Definitely look it up.

It's nothing we want to support.

PAULA MCELWEE: that's something that is also different from state to state.

The state has different laws.

Some laws it's only called a conservator, and it's only money, and not anything else.

Other laws will say guardianship and conservatorship.

Some will say guardian.

But it is different from state to state.

So you want to know your own state's regulations around that.

AUDIENCE MEMBER: so because guardianships can be very specific, omit certain aspects of decisionmaking of the guardian on behalf of the individual.

It could be an individual that's willing and fully able to serve on a board, but it's important to check out what the.

KIMBERLY TISSOT: absolutely.

[simultaneous speakers]

AUDIENCE MEMBER: I just want to make sure I understood your point.

PAULA MCELWEE: a lot of centers also decide that they might help people become their own guardian again because.

KIMBERLY TISSOT: we do that.

PAULA MCELWEE: the decision was made without really a full understanding of the person.

And then once they understand what they've given up, they're going to come back and do it.

Sometimes you have people who assume guardianship and they say they're their guardian and they're not.

So you want the paper, too.

Because sometimes mom will say, I'm his guardian.

I've always been his guardian.

I don't care that he came of age.

I'm still his guardian.

No, you're not.

That's a legal process you have to go through.

Another issue around people having ability to make decisions has to do with the information you provide to them related to the decision and whether you provide it in advance.

One of the boards I served on, I thought it was the best practice I had ever seen.

It had a piece of paper in the folder.

Just one sheet for every decision that had to be made.

So if a committee was making a recommendation, they had a one-sheet brief and it gave background of the issue, and it gave the possible solutions, and it gave the recommendation all on one sheet.

Sometimes it was a challenge to get them to that one sheet, I think.

I don't know, but there was a lot of information packed in there.

As a board member, though, it was really helpful because then I came into the meeting informed.

If I had questions, at least the obvious ones are already answered and we can drill down to another level with the questions.

So a board practice that I found really useful was to have that piece of paper in the folder.

You know, you didn't have to pick their choice for that decision.

You can send it back to get you more information or you could deny it or pick one of the other choices, but every time you had some idea of what the background was.

That was really useful.

AUDIENCE MEMBER: when Paula talks can you guys turn up your mic a little, because in the back they're having a hard time hearing you?

ROBERT HAND: did anybody else have any examples of being on a board or seeing a board that you thought either really was good in how they operated or really was bad?

Anybody but Jim?

No, I'm sorry.

Go for it, Jim.

AUDIENCE MEMBER: boy, do I have examples!

Actually, I was going to point out that not only what boards do, but the importance of a board and bringing people onto it.

I worked with one board one time that I was the executive director and they brought a sexual offender onto the board.

And he was a registered sexual offender, had spent time in prison, came off.

As far as I know, that person is still on the board.

You know, there's, boards sometimes, if there's no state law that says you have to do a background check, sometimes boards need to look at setting something up internally how do they check out their own people.

A lot of times I have seen where you might start off with a really good board and as people start terming out and then they start bringing their friends onto the board and those friends are not really qualified as board members.

I think especially in independent living, when we have a requirement that 51 percent of our board members be people with disabilities, the qualifications for being on a board is not disability first.

They have to have a qualification of something to bring to that board and then that disability is one of those qualifications.

But I've seen so often that, you know, people bring in I know someone with a disability, let's go get them.

That does not create an overall good quality board of directors.

AUDIENCE MEMBER: I would agree that what we're doing is formalizing the tokenization that we're trying to get away from when we do that.

We are familiar with a board, a SILC in which none of the members received a financial report over the course of five years.

That's kind of a problem.

PAULA MCELWEE: something really interesting with SILCs that has happened this last year, when the SILCs were doing their whole SPIL and it wasn't going through the DSE, some of them found out that the DSEs were doing some things that they had never told the SILC.

That also was happening.

AUDIENCE MEMBER: sometimes they were told that they were doing that.

The real problem however is back to the qualifications and training of the council members, because there are instances where the council members who were on the council were perfectly happy to let the state pretty well run things.

I know that, for example, federal law requires that the majority of SILC members be qualified individuals with disabilities.

There are some in which seven out of ten members were center directors and voting on allocations to their centers and that certainly should have represented a conflict of interest if they were moving money around.

PAULA MCELWEE: I'm really glad that part has been clarified in WIOA so we can have the law to go back to.

Now it's very clear that 51 percent of your SILC must be people who do not work for a center or the state.

AUDIENCE MEMBER: that's kind of always been in the law. 

The problem has been.

PAULA MCELWEE: I think it's stronger in the way it's worded now.

AUDIENCE MEMBER: I think it's a question of how do we implement it.

PAULA MCELWEE: implementation is always the next step.

AUDIENCE MEMBER: it's great that it is in law.

AUDIENCE MEMBER: this is Debbie from North Carolina.

We have a local board that only had five members and three of them that privately in an apartment voted themselves as officers and then completely redid the management of the center, and since then will have absolutely nothing to do with any recommendations or talk from the SILC.

We've been blackballed as well.

That's a board that's kind of having problems.

AUDIENCE MEMBER: it's really simple in some ways, but I've been on different community boards and the ones that seem to do the best are the ones where the board members are really involved in the organization, really doing some of the heavy lifting in at least a volunteer capacity and are there and are seen and are known.

PAULA MCELWEE: what you need your board to do, some of that heavy lifting ends up being financial, so you find yourself looking for people who are not afraid to ask for money as a part of that sometimes.

Yes.

Go ahead.

AUDIENCE MEMBER: so in California the open meeting laws apply to governmental agencies and boards and such.

How does that apply to non-profits that are NGOs?

ROBERT HAND: in California most NGOs, it does not apply to them at all, including independent living.

That's what our attorneys have told us and that's what Department of Rehab said.

In some states that's different, but again we're going to talk very specifically about open meeting laws later.

PAULA MCELWEE: you do need to know what does and doesn't apply in your state, but we'll give you some real good tools for that.

ROBERT HAND: and then you can check with me later if you're worried about California.

We're probably going to need to be wrapping up.

A lot of these are issues we're going to be addressing as we move into the more detailed part of it.

Recruitment of board members I don't think we address a lot, but I know several of us have ways you can go about recruiting board members in a good logical way.

And if you want to chat with us on that, we'd be happy to talk to you about it.