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The Fruition Coalition Board Development E-Workbook

The Fruition Coalition Board Development E-Workbook

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The Fruition Coalition Board Development Workbook demystifies the processes of board recruitment, onboarding, engagement, and succession so that all organizations are able to successfully cultivate dedicated, educated, energized, and organized board members. This book can be used by executive directors, board officers, and individual members of the board of directors to explore and clarify the many aspects of organizational leadership and governance. It can be used as a mechanism to provoke discussion and as guideline for organization and planning. This book provides comprehensive information, yet is flexible enough to be applicable to nonprofit organizations—and boards—of all sizes and types.

The Fruition Coalition Board Development Workbook demystifies the processes of board recruitment, onboarding, engagement, and succession so that all organizations are able to successfully cultivate dedicated, educated, energized, and organized board members. This book can be used by executive directors, board officers, and individual members of the board of directors to explore and clarify the many aspects of organizational leadership and governance. It can be used as a mechanism to provoke discussion and as guideline for organization and planning. This book provides comprehensive information, yet is flexible enough to be applicable to nonprofit organizations—and boards—of all sizes and types.

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Published by: Jessica R. Dreistadt on Feb 10, 2013
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  • The Fruition Coalition Board Development Workbook
  • Introduction
  • Purpose
  • Recruitment
  • Board Composition
  • Application and Interview
  • Nominating Process
  • Board Orientation
  • Board Responsibilities
  • Financial
  • Legal
  • Network Expansion
  • Policy Development
  • Planning
  • Fundraising
  • Programs and Services
  • Officers
  • The Board-Executive Director Partnership
  • Board Operations
  • Structure
  • Committees
  • Meetings
  • Discussion and Decision Making
  • Ethics

The Fruition Coalition

Board Development Workbook
Jessica R. Dreistadt

The Fruition Coalition Board Development E-Workbook © 2013 Jessica R. Dreistadt. All rights reserved. ISBN 978-1-300-72572-5

The Fruition Coalition Lehigh Valley, PA

To order additional copies, go to: www.fruitioncoalition.com

The Fruition Coalition Board Development Workbook


The Fruition Coalition Board Development Workbook
Table of Contents
Introduction Purpose Recruitment Board Composition Identifying Prospective Members Application and Interview Nominating Process Board Orientation Board Responsibilities Financial Legal Network Expansion Policy Development Planning Fundraising Programs and Services Officers The Board-Executive Director Partnership Board Operations Structure Committees Meetings Discussion and Decision Making Ethics
The Fruition Coalition Board Development Workbook

5 6 9 10 14 17 19 20 21 22 23 24 25 26 27 28 29 36 37 38 39 41 42 43

Communication Ongoing Board Development Board Evaluation Advisory Boards Recommended Resources

44 48 49 50 51

The Fruition Coalition Board Development Workbook


I served as the executive director of a small, community-based nonprofit organization for six years. During that time, I worked with four board presidents and dozens of board members. Each board member was unique, and each presented unique joys and challenges. In speaking with my fellow executive director colleagues—of organizations both small and large—I found that they, too, experienced a range of joys and challenges related to the volunteer leadership of their organizations. The purpose of this book is to demystify the process of board recruitment, onboarding, engagement, and succession so that all organizations are able to successfully cultivate dedicated, educated, energized, and organized board members. The Fruition Coalition Board Development Workbook can be used by executive directors, board officers, and individual members of the board of directors to explore and clarify the many aspects of organizational leadership and governance. It can be used as a mechanism to provoke discussion and as guideline for organization and planning. This book provides comprehensive information, yet is flexible enough to be applicable to nonprofit organizations—and boards—of all sizes and types. At The Fruition Coalition, everything we do is rooted in purpose and this is how we open this text. After exploring the purpose and meaning of board leadership, we will work through the process of recruiting board members. This includes identifying the needs on your board, identifying prospective board members, interviewing candidates, and developing a formalized process to nominate and accept each candidate to the board of directors. A discussion about orienting new board members so that they can be prepared for effective service will follow. Next, we will look at all of the possible roles and responsibilities of board members, including financial, legal, networking, policy, planning, fundraising, and programmatic duties. We will also explore the unique responsibilities of each board officer. After a discussion about creating a positive and mutually supportive board—executive director relationship, we will look at the specific ways in which boards of directors function. This includes meetings, committees, decision making processes. We will then explore ongoing board development, self-evaluation of the board of directors, and the role of advisory boards. I hope that you find this workbook useful as you both explore and clarify the purpose and role of your board of directors as well as each individual board member. With best wishes for fulfilling board service and excellent governance,

Jessica R. Dreistadt
Founding director, the Fruition Coalition
The Fruition Coalition Board Development Workbook 5

fulfill their life purpose through service on the board. What you discover may differ among board members. including nonprofit corporations. The Fruition Coalition Board Development Workbook 6 . Having a discussion about board purpose will help to clarify why your board of directors is important to the organization and to unify the understanding of board purpose among the board itself as well as the executive staff. Once your board of directors has established its collective and individual purpose. are traditions that we have followed—and improved upon—for generations. implicit. The purpose of a board is something that we take for granted. and the personal and professional goals that contribute toward that purpose. You can use the discussion questions on the next page to guide a discussion or reflective process to uncover and articulate the purpose of your board of directors. But beyond that. each board member will have a better understanding of their motivation for board service as well as what they hope to gain or learn as a result of participation. and all of the established practices of board service. Use the questions on page 8 for reflection and/or discussion about each individual board member’s purpose. as a member of the board of directors. you can then explore how each individual board member connects with her or his unique life purpose.Purpose Too often in life. Board members can explore their purpose either individually or through a facilitated group process. in some way. and unexamined. Let’s begin my exploring the purpose of your board of directors within your organization as well as how each individual board member can. we will start to explore the process of recruiting new board members based on what has been discovered. By doing so. we go through our days without thinking about why we do what we do. and therefore the true meaning is assumed. Having a board of directors. why do boards of directors exist? In particular. Boards of directors are a legal requirement for corporations. what is the purpose of the board of directors in your particular organization? Your answers to this question will likely reflect the culture and strategic priorities of your organization. and your executive director might have quite a different perspective from the volunteer leaders. Once the purpose of the board of directors overall has been established.

arrive at an agreement about the purpose of your overall board of directors as the governing body of the organization. Why does our board of directors exist? What does the board contribute to the organization? How does the board impact the organization and its mission? How does the board of directors add value to the organization? What are the roles and responsibilities of the board of directors? Why is the board of directors necessary for this organization? How does the board of directors fulfill its purpose in the organization? Our Board of Directors Purpose Statement: The Fruition Coalition Board Development Workbook 7 . After fully exploring all of the topics presented. Use the space below to write a purpose statement.Purpose—Overall Board of Directors Use these questions for reflection and discussion.

What is my life purpose? What are my professional and personal life goals? Why did I decide to join this board of directors? What do I contribute as a board member? How do I add value to the board of directors? How do I add value to the organization? Why does the mission of the organization resonate with me? How does board service help me to explore or fulfill my life purpose? What will my legacy be with this organization? My Personal Board Service Purpose Statement: The Fruition Coalition Board Development Workbook 8 .Purpose—Individual Board Memebrs Use the questions below for reflection and discussion about the unique purpose and contribution of each individual board member. resulting in a personal purpose statement. These can be used individually by each individual board member or share with the group as a means of building a stronger sense of community.

and values throughout the recruitment process. we will explore your organization’s process for presenting prospective members to the full board for approval. is very special. Ground all of your recruitment activities in this positive mindset that reflects the integrity and uniqueness of your organization. and I know when in that role I sometimes felt desperate to recruit any warm body so that we could fulfill the requirements of our bylaws. Recruitment should be an ongoing process. we can start to discuss recruitment of new board members. we will consider the formal and informal ways that your organization can gather information about candidates and establish a positive relationship. I understand that this is quite common. Your organization. and committed people to your organization. we will explore: Board Composition—To begin. having engaging conversations with candidates. professional. From conversations with other executive directors. The Fruition Coalition Board Development Workbook 9 . and articulated. let’s review the purpose of your organization’s board of directors. vision. as well as that of each individual board members. Think about how you will integrate that purpose into all of your recruitment activities including identifying prospective members. Once your board of directors has established some guidelines for who it would like to recruit. In this section.Recruitment Now that your organization’s purpose has been explored. Applications and Interviews—After that. as it will only lead to poor recruitment choices. and its board. Doing so will attract positive. Stay connected to your purpose. discussed. Resist this subsistence mentality. not an event that happens once per year. But before we proceed. and nominations. Identifying Prospective Members—Then. we will explore the many ways you can identify new volunteers for the board of directors. Service on your board of directors should be a privilege and an honor with many benefits accruing both to the organization and each volunteer leader. we will categorically analyze the volunteers who are currently serving on your board of directors to make sure that the governing body is representative of the community and equipped to effectively lead the organization. Recruiting board members can be a difficult process. The Nominating Process—Finally. board members and executive leaders should continually identify prospective board members.

and strategic plan. connections. When I was an executive director of a family center. the skills. use the chart on page 12 to determine whether or not your current board of directors has these necessary characteristics. experience. So please. These gaps can be related to community representativeness. use the chart on page 13 to outline the specific characteristics that your organization needs to complement the existing board. and it isn’t something that should be done because it is an expectation of philanthropic partners. In other words. You may find that all of them are important. the people who are most greatly impacted by organizational decisions should have a voice. Finally. I do strongly feel that the community served—whatever that might mean to you—should be represented on the board of directors. feel free to add those that make sense to your organization. It is a fundamentally critical means of aligning the work of the organization with the needs—and dreams—of the community served. Using the checklist on the next page. While some possible areas have been suggested to start a conversation. The board of directors did not agree.’ whatever that means. make sure your board of directors includes program participants! Now that I have gotten that out of my system. because otherwise they would feel uncomfortable and would not be able to make a valuable contribution. try to prioritize according to your organization’s vision. values. education and professional affiliations. we will carefully examine the volunteers who are currently serving on your board of directors to identify future recruitment needs. All people served by your organization have something important to contribute. and other areas. Including program participants on the board of directors is not a superficial means to show that you care about the community. Talk about a mismatch of values! Generally speaking. The Fruition Coalition Board Development Workbook 10 . fit with organizational needs. We also need to make sure that the people who are on our boards are a good fit for the strategic direction and needs of the organization. I was told that we needed to find the ‘right kind of parents. skills. To that end. mission. Identify areas where there is little or no representation as well as areas that are overrepresented. The purpose of nonprofit organizations is to serve a community and to fulfill a mission. identify the areas that are critical to your organization. After deciding upon the characteristics that are important for your board to have. we can look at the other aspects of board composition. Organizations cannot effectively do that if the people who are most impacted by the decisions made are not meaningfully engaged in the process of making those decisions. and network of each board member should be analyzed to identify gaps that can be filled through recruitment. I strongly valued the active participation of the families we served in the leadership of our organization.Board Composition In this section.

Board Composition—Characteristic Checklist Representativeness ____ Age ____ Geographic location ____ Other: ____ Gender ____ Language spoken ____ Culture Skills ____ Budgeting ____ Written communication ____ Analysis/problem solving ____Other: ____ Research ____Verbal communication ____ Technology ____ Social media ____ Networking ____ Presentations Experiences ____ Community resident ____ Prior board service ____ Fundraising ____ Program development ____ Other: ____ Program participant ____ Advocacy/policy ____ Special events ____ Program evaluation ____ Volunteering ____ Strategic planning ____ Spiritual/religious ____ Administration Education/Professional Affiliations ____ Government ____ Marketing/PR ____ Human resources ____ Foundation ____Other: ____ Law ____ Education ____ Finance ____ Media ____ Management ____ Social Work ____ Recreation ____ The arts Network (access to…) ____ Community residents ____ Professional associations ____ Other: The Fruition Coalition Board Development Workbook 11 ____ Other organizations ____ Potential volunteers ____ Possible donors ____ Legislators .

Board Composition—Our Board of Directors Use this chart as a checklist to collect and analyze information about your current board composition. Make additional copies as needed. You can then check off or enter information into each of the cells. Then write each board member’s name in the first column. It may be helpful to enter this information into a spreadsheet so that calculations can be easily performed. Insert the most important characteristics in the grey spaces in the top row. Board member: The Fruition Coalition Board Development Workbook 12 .

Board Composition—Recruitment Needs In each area below. Representativeness: Skills: Experiences: Education / Professional Affiliations: Network: Other: The Fruition Coalition Board Development Workbook 13 . describe the specific gaps and/or redundancies that were found in your board composition analysis. Describe the specific characteristics that should be taken into consideration when identifying prospective board members.

and networks. We expect ALL board members to have the following personal and professional qualities: The Fruition Coalition Board Development Workbook 14 . Professional integrity. let’s review a few additional criteria for selecting board members and discuss the resources your organization has at its disposal to identify prospective board members. education.Identifying Prospective Members Now that you know what you are looking for. professional affiliations. take a moment to discuss and decide upon the specific personal and professional qualities that are a good fit for your organization. and/or The ability to speak up and share ideas in a group. Before going any further. We already know that board prospects should have certain characteristics related to demographics. A desire to work as part of a team. Values that resonate with the organization’s ethics. But there are many other things that you will want your board members to have such as:      Sincere commitment to the organization’s mission. skills. experiences.

presentations at meetings and events. You can also share your need for new board members through your organization’s regular communication channels such as its website and newsletter. The Fruition Coalition Board Development Workbook 15 . Companies with operations in your community. External prospects might include the colleague of a board member. Chambers of commerce. When you think about it. employee. and/or Community service clubs and religious groups. Make sure everyone — every program participant. not a once in a year event. let’s start to think about how you will find all of these amazing. you will need to communicate your needs to everyone who is currently involved with the organization. Internal prospects might include current program participants. and those people know people. and how and when to broach the subject of volunteer leadership with prospects. and donor who is actively engaged in the work of your organization — is aware of the specific kinds of people who are needed as volunteer leaders for the organization. Colleges and universities. and program participants know people. You may have done all of that and still not find the right candidates for your board. Your organization is likely surrounded by many spectacular people just waiting for the right opportunity to make a meaningful volunteer contribution. or donors. wonderful people! Board members can be identified internally or externally. emails. Share your specific needs with:       Volunteer centers or volunteer training programs in your community. and so on. and social media. or an employee’s next door neighbor who happens to be the CEO of a large company in your community. Recruitment—for board service and other forms of engagement with your organization—should be ingrained into the culture of your organization and an expectation for board members. This can be done through conversations. Once you have communicated your needs. All of your board members. volunteers. This process should include who to contact within the organization. Remember that recruitment is an ongoing process. volunteers. Don’t worry. donors. there are still many resources available to you! Here are a few suggestions for additional ways to connect with prospective board members who are not yet a part of your network. your organization’s network is quite expansive and exhaustive! To make the most of this huge network. what kind of information to share.Identifying Prospective Members Now that you have identified the characteristics and qualities that your organization needs. employees. Professional associations and special interest groups. volunteer. make sure there is a simple process in place for people to make suggestions for prospective board members.

Identifying Prospective Members—Action Plan Use this chart to organize your organization’s board recruitment efforts. Name Relationship to Organization Anticipated Contribution Communication Channel Timing Audience and Message The Fruition Coalition Board Development Workbook 16 . You can create a similar form for board and staff to keep track of their suggestions. describe each prospective candidate. or use this chart to guide discussion at board development committee meetings. At the bottom of the page. outline your plan for community outreach to communicate your need for new board members. In the top section.

your candidate will ask several questions of you during the interview. Information can be collected in two ways: through a formal application and through conversation. This demonstrates both the candidate’s enthusiasm as well as the amount of time they put into preparation for the meeting. During these preliminary conversations and meetings. In addition. This might include an organizational or program brochure(s). a list of questions for prospective board members to ask themselves before making a commitment to serve is included. yet effective protocol that can be easily followed and make sure that everyone who is involved in recruitment is aware of the procedure. You may find it helpful to prepare a packet of information for prospective board members. we had candidates complete a written application to prepare for the interview at which time they had the opportunity to extrapolate and we had the chance to interrogate (in a very polite way. has a stronger relationship with the prospect. This can also be done electronically through a dedicated page on your website to reduce paper waste. Develop a simple. To prepare for a preliminary conversation or meeting with a prospective candidate. a job description for board members. such as an employee or volunteer. your goal will be to collect and share information. and lay the foundation for a good relationship. When I was an executive director. someone will need to reach out to them to discuss their possible interest in serving on the board of directors. The Fruition Coalition Board Development Workbook 17 . This initial conversation can be followed up with a meeting that includes the board president or another board member and/ or the executive director. I prefer for a board member to do this since they would be peers in the organization. of course).Application and Interview Once prospective candidates have been identified. determine the quality of the candidate by the depth of the questions she or he is asking. and a list of board members. think about the following:     Why are we asking this particular person to volunteer on our board? What contribution do we expect this board member to make? How will this person benefit from serving on our board of directors? How will board service build upon this person’s commitment to our organization and/or our community? On the next page you will find a list of questions that you can ask prospective board members to determine whether or not they are a good fit. If someone else. so that both parties can decide whether or not volunteering in this way will be meaningful and useful. then it may make sense for that person to make the first contact. copies of your most recent newsletters. Make sure someone is at the meeting who can answer questions about both the organization and board policies and procedures. Hopefully. in part. Your organization will need to decide who will call and meet with whom and when. You can.

Why are you interested in serving on this board of directors? 2. Will I be able to further the work of this organization in my community? 10. Will I be able to meet my obligations as a board member? 4. What relationships can I help develop for this organization? 11. How much time do you have to contribute to the organization? 4. ideas. How much time am I willing to contribute to this organization and how will I make the most of that time? 5.Application and Interview—Questions for Organizations and Candidates Questions to ask prospective board members: 1. Will I be able to share my gifts and skills as a board member? 9. What can I learn from serving on this board of directors? 8. What information. What is your style of communication? Questions for prospective board members to ask of themselves before committing to serve on the organization (you might want to share this list with candidates so they can reflect upon their intentions before making a final decision): 1. How do you plan to make a meaningful and significant contribution to the board and the organization? 6. How would being a board member enhance my personal identity? 12. How does the mission of the organization align with my values? 2. How will I strengthen this organization? 7. What other board service and volunteer experiences have you had? 11. How do you plan to share my gifts and skills with this organization? 9. How can I make a meaningful and significant contribution to the board and the organization? 6. and relationships will you share as a board member? 5. resources. How will your board service strengthen this organization? 7. How do you typically work as part of a team? 12. How does the mission of the organization align with your values? 3. What are the responsibilities of board members? 3. What is my motivation for serving on this board of directors? The Fruition Coalition Board Development Workbook 18 . What do you hope to learn as a result of serving on this board of directors? 8. How will you promote the work of this organization in my community? 10.

The committee usually includes board members. Your process may look very different according your organization’s bylaws. 3. The full board reviews recommendations from the board development/nominating committee and decides whether to accept or reject each candidate. 9. and executive director. Board members. The committee decides whether or not to advance each candidate to the full board for approval. and culture. The person with the strongest personal connection to the prospect calls or meets with her or him to gauge interest. You might find it helpful to create a flow chart to show who does what and when. Because recruitment is an ongoing process. Make sure that the process is simple. If she or he is interested. clear. 7. and communicated to everyone who is involved. Do what works best for you. but this committee organizes and coordinates everything so that the organization stays on track. the board development/nominating committee chair reaches out to the candidate to schedule an interview. the committee should plan to meet throughout the year and not just in preparation for the next fiscal year. Of course. additional in-person or virtual meetings may be required when it is time to rotate board members and elect officers. An interview is held with the candidate. to some extent. Most organizations have a nominating or board development committee that is responsible for this organizational function. The candidate is sent a packet of information and an application. Recruitment and development is everyone’s responsibility. 4. volunteers. board development/ nominating committee chair. The board development/nominating committee reviews suggestions for candidates and ranks them according to preference. your organization will need to develop a system to organize the flow of recruitment activities from prospect identification to voting for acceptance or rejection of the candidate. but make sure it is clearly articulated and shared! The Fruition Coalition Board Development Workbook 19 . and donors submit ideas for prospective board members to the board development/nominating committee chair throughout the year. 8. 5. board president. 6. but you can also include ex-board members and well-connected community members who do not want to commit to full board service.Nominating Process As alluded to earlier. program participants. staff. 2. The board development/nominating committee chair reports the results of each interview to the full committee with support from the board president and executive director. size. The steps in the nominating process might look like this: 1.

The Fruition Coalition Board Development Workbook 20 . information about volunteer and board service organizations and resources that may be helpful. These resources can be included in the handbook or intranet. it is time for a little initiation. This might include information about the community served. board member job descriptions. the strategic plan. Ideally. public policies that directly impact the organization or program participants. If you want to get fancy. This book can also be used as a place to store meeting agendas and minutes. both the executive director and the board president or another board representative will collaboratively facilitate the orientation. You might find it helpful to create a board member handbook that contains all of these items for easy reference. A board orientation agenda might include the following items:            introductions. and best practices for board service. In addition to a formal orientation event. orientation! Orientation can be conducted on a one-on-one basis or in small groups. review of the organizational bylaws. Information about organizational structure and culture. organizational policies and procedures. and time for questions or suggestions from new board members. information about programs and community impact. The new board member can turn to her or his mentor with questions or for advice. The mentor can reach out to the new board member to check in and see how she or he is doing. a schedule of planned meetings and events.Board Orientation Once your board of directors has approved its cadre of new recruits. you can also share relevant up to date information through email or at a designated time during each board meeting. it may be helpful to share other resources both at orientation and throughout the year. Both the formal orientation event and the mentor will help new board members become acclimated so that they can be effectively engaged in the work of the organization from the time of their first meeting. In addition to your internal organizational documents. expectations for effective participation. that is. you can also assign each new board member to a mentor board member who is responsible for building a relationship that reduces anxiety and improves confidence. you can create an intranet using Google Docs so that documents can be shared electronically.

Board Responsibilities Boards are responsible for oversight. While there are certain nonnegotiable legal responsibilities. we will further explore the responsibilities of board members in seven areas: financial. promoting the organization through conversations. The Fruition Coalition Board Development Workbook 21 . you can develop a job description. and policy while staff are responsible for implementation and everyday activities of the organization. This job description can be used to communicate expectations and evaluate performance. policy development. On the following pages. and programs and services. network expansion. monitoring the delivery and impact of programs. seeking contributions for the annual fund and special events. planning. planning. creating and revising the organization’s policies. but to carefully evaluate all of the alternatives and actively choose what will be the best fit for your organization. My best advice is to not necessarily do what others say you should do. networking. monitoring alignment with the organizational mission. You can consider asking board members to sign an agreement stating that they agree to fulfill these responsibilities to the best of their ability. and making sure that the organization acts with legal and ethical integrity. making a personal or business financial contribution. creating and monitoring implementation of the strategic plan. we will review how to develop an effective board—executive director partnership. Keep in mind that the specific responsibilities of your board may vary according to your needs or state statutes. Once you decide upon the specific responsibilities for board members. Specific responsibilities of all board members might include:               active participation at regularly scheduled board meetings. fundraising. there is a lot of debate about best practices for board members. After that. hiring and supervising the executive director. vision. we will take a closer look at the responsibilities of board officers. Then. recruiting new board members. and presentations. participation at the organization’s special events. active participation on a board committee. approving and monitoring the budget through regular review of financial statements and an annual audit. legal.

approving the annual budget. Board members may express discomfort in this area. assuring that the organization has adequate insurance. responding to concerns presented by the auditor. ensuring that the organization’s resources are secure. assuring that adequate checks and balances are in place. which can also include interested board members and community volunteers with skills and expertise related to financial management. accounting. and creating an investment and cash reserves policy. You can help them by providing training and other support to develop their skills and confidence. In the space below. While some of these areas are the responsibility of the full board.Financial Your board is responsible for the financial integrity and vibrancy of your organization. assuring that the annual budget is aligned with the organizational mission and goals. reviewing monthly or quarterly financial statements and asking questions to clarify details. and bookkeeping policies. you will likely have a finance and/or audit committee that pays special attention to the financial activities and overall wellbeing of the organization. describe the financial responsibilities of your board of directors: The Fruition Coalition Board Development Workbook 22 . engaging an independent auditor. reviewing the annual audit report. The organization’s treasurer may serve as the chair of these committees. Responsibilities in this area may include:            creating budgeting.

filing an annual information return (IRS-990) with the Internal Revenue Service. describe the legal responsibilities of your board of directors: The Fruition Coalition Board Development Workbook 23 .Legal Your board of directors also has certain legal responsibilities to the organization and the community served. and threats to the organization’s reputation. assuring that all activities of the organization are aligned with the mission. and consulting with legal council as needed. state. annually disclosing conflicts of interest through a formalized process. and federal laws in every area of operation. and disclosure at all levels of the organization. making decisions that reflect the best interests of the organization. filing an annual registration to solicit charitable contributions. documenting the decisions of the board of directors and committees through minutes. not individual board members. assuring compliance with all applicable local. open discussion. grievances. Disclaimer: this is not to be construed as legal advice!! Legal responsibilities may include:             assuring that all activities of the organization are legal and ethical. In the space below. responding to lawsuits. minimizing risk to the organization. encouraging transparency.

Here are a few ways that board members can help your organization expand its network:         telling others about the exciting work of the organization and their involvement through everyday conversations. You can help your board members to do this effectively by providing them with personalized business cards. attend events and meetings on behalf of the organization. recruiting volunteers for special projects. and key talking points for the overall organization and specific programs. and promoting the work of the organization through personal social media accounts. describe the network responsibilities of your board of directors: The Fruition Coalition Board Development Workbook 24 . and other gatherings. In the space below. religious services.Network Expansion Board members can be very useful in connecting your organization with new people and groups. marketing collateral. meeting with elected officials and other community leaders to discuss the needs of the organization. identifying prospective board members. speaking on behalf of the organization at community service group meetings. introducing the executive director and other key staff to community decision makers that are not yet connected or involved in the organization.

document retention and recordkeeping. human resources. conflicts of interest. Let’s distinguish between policies and procedures. The board is responsible for policy development while staff is typically responsible for implementation. the board should ultimately discuss and decide upon the best policies for the organization. fundraising practices. Staff assistance may be needed to research legal and ethical requirements as well as best practices. The board should not necessarily impose procedural restrictions on the implementation of those policies. Policies are the specific rules which guide the organization while procedures are the means by which those rules are followed. The board is responsible for the big picture while staff is responsible for the details. In the space below. Therefore. The policies that your board will develop can impact all areas of your organization and may include:          board conduct. however.Policy Development The board of directors is responsible for creating and approving policies for your organization. and volunteer management. codes of ethics. accounting and finance. public relations and marketing. staff involvement in policy development is critical. describe the policy development responsibilities of your board of directors: The Fruition Coalition Board Development Workbook 25 .

    In the space below. donors. determining the organization’s goals and objectives. staff. and monitoring progress toward the achievement of goals and objectives. setting the strategic direction for the organization.Planning Boards of directors are also responsible for developing strategic plans that articulate how the organization will work toward its mission over a set period of time. describe the planning responsibilities of your board of directors: The Fruition Coalition Board Development Workbook 26 . community partners. The process of gathering and analyzing input is every bit as useful as the plan itself. creating a comprehensive plan that specifies how the strategic goals will be achieved. Typically. communicating the content of the strategic plan. analyzing the information that is collected to draw conclusions and make decisions. a strategic plan is developed for a three to five year time period. and others who are involved in the work of the organization. making decisions about how resources will be allocated toward the pursuit of strategic objectives. volunteers. The board’s planning responsibilities include:      recruiting a facilitator to guide the strategic planning process. systematically collecting input about needs and dreams from program participants.

alerting the organization to funding and promotion opportunities. soliciting contributions from local businesses. suggesting key messages. and asking their employer for a matching grant or contribution to recognize their volunteer involvement. contributing to all of the organization’s fundraisers. providing marketing materials. and colleagues to special events. and colleagues to make a contribution to the annual fund. families. ensuring that there are adequate resources to meet the organization’s goals. There are several ways that your board can help with fundraising. Fundraising engagement is expected not just by organizations but also by many philanthropic partners. describe the planning responsibilities of your board of directors: The Fruition Coalition Board Development Workbook 27 . each board member should also be involved in fundraising. inviting friends. grant proposals commonly include questions such as: what percent of your board members make a financial contribution to the organization?. asking friends. including:          developing fundraising strategies and goals for the organization. In the space below.Fundraising Most boards have a ‘give or get’ — or a ‘give and get’ — policy for board members. While the development or fundraising committee will be responsible for many fundraising tasks. and coaching them on conversational techniques. families. and what percent of your annual budget is contributed by board members? You can help your board become effective fundraisers by keeping them informed of fundraising activities. helping to plan and promote fundraising activities.

Programs and Services While board members’ responsibilities mostly relate to governance. describe the programs and services responsibilities of your board of directors: The Fruition Coalition Board Development Workbook 28 . planning. they can also be involved in the heart of your organization—its programs and services. A note of caution: remember that the board is not responsible for day to day organizational activities and that they do not have the authority to supervise or direct the work of staff other than the executive director. When board members are taken to the front lines. review the impact of programs and services to make sure the organization’s resources are being wisely used. Here are some ways that you can engage board members in your organization’s programs and services:      review the programs and services offered to make sure they reflect current community needs and organizational mission. and policy. serve as an advocate for the people who participate in programs and services. In the space below. Providing an opportunity for board members to be involved in this way helps them to better understand the work of your organization and the community served. make sure that their role is clearly defined. provide them with an officiating role at a programmatic event such as greeter or master of ceremonies. and provide them with a down and dirty role at a programmatic event such as clean-up or arranging tables and chairs.

ensure that board procedures align with organizational policy and are ethical. An all volunteer organization with no paid staff will present the need for very different board officer involvement than an organization with many paid staff. Treasurer:  present and explain financial statements at board meetings. officers form the executive committee. Your state corporation law will determine the specific officers that your organization needs to have in place. and assist president/vice chair with oversight. Together. additional board members may also be included in this group. and secretary. ensure that the board fulfills all of its responsibilities. serve as an official spokesperson. participate in recruitment and orientation of new board members. These officers typically include president or chair. oversee evaluation of the board. This should be specified in your organization’s bylaws. The specific roles of officers will vary according to your organization’s size. we are going to review the specific responsibilities of the officers of your board.Officers Now that we have explored the responsibilities of all board members. oversee annual performance evaluation for the executive director. and evaluation. 29 The Fruition Coalition Board Development Workbook . treasurer. preside at official board of directors meetings and make the most of board members’ time and gifts. serve on board committees. coaching. facilitate open discussion and encourage critical thinking. President/Chair:               lead all activities of the board of directors. develop a positive working relationship with the executive director. serve as a role model for other board members. Vice President/Vice Chair:   Serve in the role of president/chair when she or he is absent or otherwise unavailable. Some suggested roles and responsibilities for the board officers are below. coach board members so that all responsibilities can be fulfilled. vice president or vice chair. develop meeting agendas with executive committee and/or executive director.

chair or serve on finance and/or audit committee. we are going to write a specific job description for each. ensure that the organization’s assets are being carefully managed. ensure that annual audit is conducted. take and file board and committee meeting minutes. Now that we have explored some possible roles and responsibilities for all board members as well as officers. and sign checks or reconcile bank accounts (not both!). and maintain organizational records. For each responsibility. On the pages that follow. list the specific responsibilities that your board has agreed upon for members and officers. review the annual audit and share concerns with the board. list indicators.       present and explain the organization’s annual budget. Secretary:    keep and share a schedule of meetings. The Fruition Coalition Board Development Workbook 30 . provide insight regarding financial and investment policies and ensure that the proper policies are in place. Indicators are the means through which you will know whether or not each responsibility is fulfilled.

Board of Directors Responsibility: Indicators: The Fruition Coalition Board Development Workbook 31 .Job Description—Member.

Job Description—President/Chair Responsibility: Indicators: The Fruition Coalition Board Development Workbook 32 .

Job Description—Vice President/Vice Chair Responsibility: Indicators: The Fruition Coalition Board Development Workbook 33 .

Job Description—Treasurer Responsibility: Indicators: The Fruition Coalition Board Development Workbook 34 .

Job Description—Secretary Responsibility: Indicators: The Fruition Coalition Board Development Workbook 35 .

Mutual accountability—The board and executive director all feel a strong sense of responsibility to the organization and the people it serves. mission statement. and appreciates the contributions of. and other organizational policies and documents. What I am about to write represents an ideal partnership based on what I would have liked to have and what I hope for each of you. Collaboration—The board and executive director work together as partners. Cohesion—The board and executive leadership are united in their passion for the mission of the organization. As an executive director. and concerns are freely shared and discussed. information. I never felt as though I had a strong relationship with my board of directors. They are accountable to each other for the achievement of organizational goals. Describe an ideal relationship between your executive director and board of directors:          The Fruition Coalition Board Development Workbook 36 . Everyone is comfortable with a healthy degree of vulnerability. They explore and make sense of the organization and its environment through research and discussion. Trust—All parties are confident that their needs will be met through the relationship. values statement. From my perspective as a former executive director. others. Respect—Respect is demonstrated in all interactions and decisions. a positive relationship with the board is based on the following characteristics:  Values and ethics—The relationship reflects the values and ethics of the organization as articulated in the code of ethics.The Board-Executive Director Partnership I feel like a bit of a hypocrite writing this section. Mutual learning and growth—The group takes risks together. Listening—Everyone carefully listens to. Separation of responsibilities—The board is focused on the big picture and the executive director bridges he big picture with the details. Openness—Ideas.

Other areas are much more informal and are not typically documented. we are going to explore how your board of directors is structured and how it functions. we will discuss: Structure—the way your board is organized and its relationship to your organization and the community Committees—the working groups that organize and perform much of the board’s work Meetings—the gatherings at which official—and sometimes unofficial—business is conducted Discussion and Decision Making—the way your board deliberates and arrives at decisions Ethics—the morals and values and guide the work of the board Communication—they way your board shares (or doesn’t share) information Many of these things are likely documented in your organization’s bylaws. Bylaws are the rules that govern the structure and behavior of the board.Board Operations In this section. In particular. This workbook will help you to uncover and explore those informal processes so that your board can be more intentional about its activities. The Fruition Coalition Board Development Workbook 37 .

I created a concentric circles organizational chart as a way to transfer my values about the importance of mission and people served to the structure of the organization: Neither structure is right or wrong. and the board as a whole. will lead to the development of an organizational chart reflecting a structure that is just right for your organization. together with your organization’s values and priorities. boards are placed right at the top of the organizational chart with the executive director immediately below and the remainder of the staff below that. you will also need to articulate the internal structural relationship of the board.Structure Typically. This includes the role of officers. and these are only two examples! Your board will need to decide how it views itself in relation to the overall organization and the community served. committees. This. Here are a few questions to consider when thinking about your board’s structure: Who is accountable to whom? Who holds the most power? Who is ultimately responsible for the work of the organization? What are the lines of authority and communication in our organization? The Fruition Coalition Board Development Workbook 38 . In addition to describing the structural relationship of the board to the organization and the community.

short-term purpose. Most boards also have an executive committee. it depends on the purpose and responsibilities of each particular committee. The role of the chairperson is to preside over committee meetings. marketing. and organize and supervise the work of the committee. This committee is comprised of officers and sometimes one or two additional board members. and ethics. finance. When choosing the committees for your organization. to do the work of each committee. Committee minutes should be shared with the full board prior to the next meeting and filed with all of the important board documents. program development. It is a helpful convenience. When I was an executive director. A chairperson can be elected or appointed for each committee. Typical standing committees include board development. this should not be done to undermine the authority of the full board. the chair of the fundraising committee can encourage board participation in special events and the chair of the board development committee can encourage each board member to think of three potential board candidates. audit. develop the committee meeting agenda with staff and/or the board president. Volunteers who have a lot of expertise to offer but are not able to commit to serving on the board may be asked to serve on a committee so that they can be meaningfully involved in the organization. fundraising. advocacy. ensure that minutes are recorded. human resources. make sure that they comprehensively cover all of the needed areas and are nonduplicative. The Fruition Coalition Board Development Workbook 39 . or those that are created for a specific. The exact committees that your organization has in place depends on your needs. Committees might meet once a month or once a year. key staff. or conclusions made through deliberation. but should not by any means be used unless it is absolutely necessary. Committees can be standing committees. These tasks may include research. While this committee is often permitted to make decisions for the board in-between regular meetings per the bylaws. Also ensure that you will have enough people. Justifications for those decisions. All decisions made by committees should be recorded by the secretary or a volunteer member of the committee. Use the chart on the next page to describe each of your board committees. or ad hoc committees. The chair can provide a brief verbal report at each board meeting and engage other board members in the work of that committee.Committees Board committees help the board of directors operate more effectively and efficiently by performing detailed work that would otherwise take too much time at regular board meetings. or those that are permanently organized. and other community volunteers. Committees are usually comprised of board members. and analysis. For example. Board committees often make recommendations to the full board and respond to their questions and concerns about the topic. can also be recorded. discussion. we merged the fundraising and marketing committees to make the most of each board member’s time. both board members and community volunteers.

Committee Description Committee Name: Statement of Purpose: Responsibilities: Chairperson: Members: Meeting Frequency: The Fruition Coalition Board Development Workbook 40 .

The board president. an opening prayer or meditation. You can also consider inviting a staff member to each meeting to both build staff-board relations and to more completely inform the board of the daily activities and impact of the organization. encourage all board members to contribute and make sure all voices are heard. The minutes should be read in advance by individual board members and approved at the next board meeting. the board president also sets the tone for the meeting. The secretary should take meeting minutes which are distributed to all board members at least one week before board meetings. and their contributions to the group.Meetings Your board will need to decide how frequently to meet—monthly. Agendas should be developed for meetings. or providing time for networking and refreshments. an executive director’s report. presides over board meetings. In addition to ensuring that all agenda items are fully addressed and that time is effectively used. bimonthly. don’t let individual board members or a small group dominate meetings. promote further engagement of board members at events or in committee work. such as the executive director and board president. the packet included financial statements. encourage open. discourage ‘parking lot meetings. their personalities. I prefer to develop this schedule at the beginning of the year so that everyone can wrap their busy schedule around your little organization. I typically sent a board packet to all board members via email about one week before meetings. as well as who will be responsible for distributing it and the means of distribution.’ provide positive but honest feedback to board members regarding their involvement. transparent discussion. You will also need to develop a schedule for committee meetings. or quarterly. and other relevant items that would be discussed at the meeting such as proposed policies or announcements for events. In addition to the aforementioned items. or in her or his absence the vice president. The secretary should also take attendance at meetings and keep track of participation. Some ideas include sharing a quick personal update. and distributed to members. it is nice to also include some informal time to promote group cohesion. at least one week in advance. In addition to all of the formal business of board meetings. minutes from committee meetings. their capacities. You will need to decide who will be responsible for creating the agenda. 41 The Fruition Coalition Board Development Workbook . When I was an executive director. Here are a few tips:        be a role model for positive. and/or keep the organization’s values and strategic priorities in mind at all times. The frequency of your board meetings depends on the size and level of activity of your organization. active engagement. This can also help the staff become more familiar with board members.

it is the responsibility of each individual board member to make a meaningful contribution to discussions and to make decisions that reflect the best interests of the organization. These may include:       adding new people to the board of directors.Discussion and Decision Making While much discussion typically happens at the committee level before recommendations are made to the full board. The board should be adequately informed about these activities to make strategic and ethical decisions. its role is to govern the organization ethically and strategically. hiring the executive director and changing her or his compensation. adopting new policies or making changes in existing policies. Most organizations pass votes with a majority or 2/3 affirmative vote. Certain types of vote may require a different percent of affirmation to pass. this is when all members must agree upon a measure before it is passed. There are many things that boards of directors vote. a vote to approve an everyday policy might require a 2/3 vote while a vote to remove a board member might require a unanimous vote. Some organizations make decisions by consensus. Consensus typically takes more time. your bylaws should include all of this information. The board’s role is not to rubber stamp the suggestions of committees and the executive director. Your organization’s bylaws most likely explain the voting procedure that is to be used by your organization. That being said. approving board meeting minutes. For example. and more discussion. open discussion should also be encouraged by the full board so that all decisions are made with due diligence. Approach each area of discussion with curiosity rather than as an attempt to control. accepting (not approving) the treasurer’s report pending audit. It is also everyone’s responsibility to engage in discussion with respect for others’ perspectives. it is a very valuable process. Confidential information about employees and program participants should not be openly shared at board meetings. about. this is the role and responsibility of the staff. strategic priorities. and/or approving an expenditure that exceeds staff authority. While the presiding officer is responsible for making sure that all board members are actively engaged at meetings. and goals should be kept in mind at all times and should shape the discussion that takes place. for decisions to be made —yet. A quorum may also be required. the organization’s values. The Fruition Coalition Board Development Workbook 42 . Note that the board does not typically deliberate and make decisions about everyday organizational activities. Your organization might also have members who make certain decisions instead of the board of directors. this is the minimum number of people who must be present at the board meeting for a vote to take place. or come to consensus. Again. Your board may go into executive session if there are items that need to be discussed without the any being present.

or excellence. sustainability. equity. volunteers. such as the Association of Fundraising Professionals or the National Association of Social Workers. I’m sure you will think of many. The code of ethics should be provided to all board members. More importantly. document. love. It is also important for the board to ensure the ethical integrity of each board member as well as the executive director. accessibility. commitment. opportunity. faith. In turn. choose those that are core to your mission and build upon them so that everyone can easily identify and understand its most important values. Some of the values that your organization might like to discuss and adopt include justice. Rather than creating an exhaustive list of all of the possible values that might possible apply to your organization. it should be a living document that comes to life through every conversation. responsiveness. Other organizations adopt the codes of ethics of professional organizations in their field of practice. accountability. or other unethical behavior among its leadership. many more. breaches of confidentiality. It can also be posted where it is clearly visible. Your organization can develop a code of ethics through a discussion about the values of your organization. the code of ethics can explain what those values mean and how those values are integrated into the work of the organization at both the administrative and programmatic level. In addition to listing values. compassion. It is important to have a process in place when your organization does not act in alignment with its code of ethics or other policies. process. decision. and program participants. openness. Either way. staff. procedure. The Fruition Coalition Board Development Workbook 43 . A grievance procedure should be in place for program participants and volunteers as well as a whistleblower policy for employees. The board should be aware of any possible abuses of power.Ethics Many organizations have a code of ethics that articulate its values. it is important for your organization’s leaders to have a clear understanding of the values underpinning your organization’s work and to integrate those values into all of their actions and decisions as board members. and interaction that is affiliated with your organization. the executive director and other staff leaders should be aware of unethical behavior among staff and volunteers and make sure it is promptly handled according to organizational policy.

it is a never-ending process that can sometimes lead to unintentional consequences. or symbolic. Communication is essential for effective board functioning. Communication can be verbal. Board members communicate at meetings and in-between meetings in formal and informal ways. and/or care and compassion. The Fruition Coalition Board Development Workbook 44 . Your organization will need to decide what to share. You can use the chart on page 47 to explain how each of these values. Either way. transparency and openness. Your board of directors will also need to decide how its values and ethics influence communication within and outside of your organization.Communication Good communication serves several purposes. Take some time to discuss what these and other values mean to your board of directors and your organization. responsiveness. analyze problems and explore possibilities. it is a means to distribute information. and the community-at-large. how to share it. fundraising events. influence your board of directors’ informal and formal communications. one person should be ultimately responsible for distributing the right amount of accurate information to the right people. They communicate with each other. With every word. Board members are both sharers and recipients of ideas and information. build rapport and strong relationships. Some values that might guide your organization’s communication include:         trust. with whom to share it. the executive director. integrity. gesture. respect. and annual reports. You can use the charts on the next two pages to start developing communications plan for both regular activities and unexpected events. and eyeroll we are communicating. written. You should also develop a communication plan for unexpected events such as the threat of a lawsuit or the firing of an employee. You may find it helpful to develop a communication schedule for regularly occurring activities including board meetings. accountability. diversity. and when it should be shared. as well as those that you identify. intonation. persuade and motivate others. and engage people in the work of the organization.

Communication Plan –Ongoing Activities What needs to be shared? With whom does it need to be shared? How will it be shared? When will it be shared? The Fruition Coalition Board Development Workbook 45 .

Communication Plan –Unexpected Events Who is the official spokesperson for the organization? How will the board be informed and involved when unexpected events occur? What kind of information does the board need to know about unexpected events? Who may respond to media inquiries and under what circumstances? What information needs to be approved before being released to the public? What is our strategy and approach for dealing with unanticipated events? The Fruition Coalition Board Development Workbook 46 .

Communication –Values Value Impact on Formal and Informal Board Communication The Fruition Coalition Board Development Workbook 47 .

modeling. In addition to board development and intentionally creating positive. and planning. regular checking-in. and providing ongoing support. board members can be more creative and engage in meaningful conversations about the direction and progress of the organization. explaining board actions and processes. They may have a limited understanding of the nonprofit sector or the specific field in which the organization operates. The Fruition Coalition Board Development Workbook 48 . supportive relationships. It can also be helpful to design professional development events to meet the specific needs of your board of directors. board members have ongoing development needs. Board members are often not governance experts. Professional development activities can help board members gain new skills or acquire new information and ideas. identify strategic priorities. Many consultants (including the Fruition Coalition) are available to design workshops or seminars that meet the unique needs of your board of directors within the context of your organization. You can involve board members in some of the ongoing professional development activities of your organization. Let them know about relevant professional development activities in your community and invite them to attend with the executive director or other key staff. Invite board members to an in-service. relationship building.Ongoing Board Development Just like employees. Needs may be identified through formal evaluation or emerge through discussion. your board may want to set aside dedicated time for planning. They may feel unsure of their role and responsibilities as a board member. Your board development activities may include professional development. review progress toward and re-evaluate goals. Many boards meet every three to five years to recommit to the vision and mission. individual board members might find it helpful to have support from other board members or community leaders. where board members seek exposure to best practices and opportunities to integrate those best practices into their board service. or ill equipped to share their gifts with the organization. Building relationships among board members can help to create a system of mutual support. By focusing on the future outside of regularly scheduled board meetings. You can assign rookie board members to a more experienced mentor for coaching. and develop a plan for the future. In addition to professional development. Create a culture of learning.

this evaluation should be a continual process. and/or steering the organization away from its mission. innovative ideas. This should be conducted once per year and should focus on achievement of mutually agreed upon organizational goals and objectives rather than skills. not attending or not fully participating in meetings. Boards should also look for and recognize good board member performance such as regular meeting attendance. review of individual. strategic thinking. There are several warning signs that may indicate that your board has not been self-aware. examination of the organization’s impact. While a formal evaluation is conducted on an annual basis. engagement in discussions. Some examples include:       attempts to promote personal business interests dominating the discussion at meetings. examination of the processes used by the board. and identification of areas to be strengthened. getting involved in the management of the organization. achieving goals. The Fruition Coalition Board Development Workbook 49 . and activities. There are many tools available online that can guide your board’s self-evaluation. expressing disrespect toward other board members. and making good decisions for the organization. staff. integration of the mission. or program participants. personality.Board Evaluation Many boards evaluate their performance each year. group. Evaluation results can be compiled by a designated board member and presented at a regularly scheduled meeting for discussion. analysis of the board’s adherence to policies and procedures. the board is also responsible for evaluating the executive director. Again. these concerns should be immediately addressed. Evaluation can be for individual board members and/or the board as a whole and may include:        reflection on the previous year and what has been learned or achieved. the board and executive director should feel free to share and receive helpful feedback at any time. and organizational goals that have been achieved. review of whether or not responsibilities were adequately fulfilled. In addition to evaluating itself. the board should continually self-evaluate individuals and the group as a whole. expressing mutual care and respect.

An advisory council does not have the same decision making power and legal responsibilities of board members. expertise. Communicate with them regularly and create opportunities to engage them in the work of the organization. it should include people who have the experience. An advisory council can be created for the entire organization or for specific programs within that organization depending on organizational needs. they are a group of people who are committed to the organization’s mission and are available to provide advice. in addition to a board of directors. Like your board of directors. The Fruition Coalition Board Development Workbook 50 . If your organization has an advisory council.Advisory Boards Some organizations have an advisory board. Volunteers may choose to serve on an advisory council rather than a board of directors if they want to make a meaningful professional contribution but cannot commit to the demands of serving on a board. Advisory council members can also serve on board committees to offer suggestions in their area of practice or they can volunteer in the everyday activities of the organizations. the purpose of your advisory council should be clearly defined. Former board members might also be recruited to serve in an advisory capacity so that they can stay involved with the organization. or connections that can help the organization achieve its goals. or advisory council. make sure that their roles and responsibilities are clearly defined. rather. Because the role of advisory boards is to provide advice.

idealist.org www.Recommended Resources The Fruition Coalition recommends the following resources related to nonprofit boards of directors: BoardSource Independent Sector Points of Light National Council of Nonprofits Action without Borders Executive Service Corps Nonprofit Quarterly Philanthropy Journal www.org www.philanthropy.pointsoflight.org The Fruition Coalition Board Development Workbook 51 .org www.councilofnonprofits.org www.nonprofitquarterly.org www.escus.org www.independentsector.boardsource.org www.

Notes The Fruition Coalition Board Development Workbook 52 .

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