Jill Pioter

*Information in this article was provided by the National Governance Committee

Good leadership is one of the keys to every successful organization. With this in mind, the following are among the projects and materials the National Governance Committee has developed. It is our hope that these will help everyone become a better servant leader whether as a Conference or Council President, Officer, member of the Board of Directors, or Committee member.

GOVERNANCE TRAINING – We’ve put together a Governance Training program.  Although we have presented this live in a few locations, we know this may not be practical for everyone and so we recorded a presentation (click here for the video link). Click here to download the training guidebook, then click on “If You Have A Board” to locate.

GOVERNANCE WEBPAGE – We’ve grouped much governance-related material into one convenient location. Search this site for information you need. Click here to go directly to the governance web page. When you open this site you’ll find a summary of each of the posted categories and a guide suggesting what documents you should review based on whether you are or are not in leadership and if you are in leadership, based on the position you hold.

MENTORING – We continue to place mentors for new Council Presidents and new CEOs/Executive Directors through our National Mentoring Program.

PARTNERSHIPS BETWEEN CEOs/EXECUTIVE DIRECTORS AND COUNCIL PRESIDENTS – We prepared a paper that explores how to develop and maintain an effective relationship for the good of the Society.

SUCCESSION PLANNING – We also produced a paper titled “Who Me? Why In The World Should I Become A Vincentian Leader?” along with talking points and a list of resource materials.  There are significant personal benefits to being a Vincentian leader and the Society needs leaders. Another paper titled “Succession Planning – A Brief Primer” offers guidance on this important subject.

RECOMMENDED SAMPLE POLICIES FOR NONPROFITS – All policies that appear here are meant to be examples of how such policies could read. They are not meant to be adopted as is but rather to serve as examples only.

QUESTION & ANSWER MASTER INDEX – If you have a question ranging from the Rule to how best to operate a Conference or Council or the correct way to go about the day-to-day activities of a Vincentian, there’s a pretty good chance it’s been answered in Frederic’s e-Gazette. For this reason we have a Master Index of questions previously asked and answered posted on the national website Governance page.

We suggest you take a look at the variety of leadership materials on the national website.  Take advantage of Leadership Training materials and Leadership Mentoring. Promote these materials among your fellow members.

We all belong to the Society because of a desire to help people, to live the Gospel message, and to grow in our faith. It should follow then that as we provide assistance it be done in the best possible way, using best practices of our time, following the Society’s Rule, and complying with federal and state laws. In this way we will ensure the good reputation of and the public’s confidence in the Society.

*The information for this week’s article was provided by the National Governance Committee

Looking ahead, the beginning of a new fiscal year is typically a good time for Boards to discuss, or at least review, their responsibilities as a nonprofit’s governing body to ensure that all members understand their individual duties. Most Board members recognize that their basic duties include, but are not limited to, defining and approving policies, selecting and supervising an executive director, ensuring programs are consistent with the organization’s mission and monitoring program effectiveness, as well as protecting the organization’s assets whether it is financial and/or social capital.[1] From a broader and legal perspective, Boards have three major areas of responsibility: Duty of care, duty of loyalty and duty of obedience.

Duty of Care:

A Board member is expected to act as any ordinary, prudent person in similar circumstances. This requires diligent, attentive, informed participation; i.e., reasonable care when making decisions in stewardship of the organization.

The duty of care is evident in the following activities:

• The Board holds regularly scheduled meetings.
• Board members have received and read the bylaws and policies.
• Information is provided to the Board in a timely manner and in advance of meetings.
• Board members arrive at meetings prepared, having read the minutes and advance material.
• Financial reports are furnished on a regular schedule and are reviewed by the Board.
• The Board makes informed decisions based on information provided.
• Minutes accurately reflect Board votes and decisions, including dissent.

Duty of Loyalty:

Board members are expected to act in good faith, giving undivided allegiance to the organization, when making decisions that affect it. They should not operate for personal gain against the best interests of the organization.

When a conflict arises between the interests of a Board member and the well-being of the organization, the Board member should immediately disclose the matter and recuse from both the discussion and the decision-making. If the matter proceeds, the terms of any transaction with a Board member must be at least as favorable to the organization as that which could be obtained from a party with no ties to it.

Board members should observe confidentiality regarding the Board’s deliberations and decision-making, and respect and adhere to all Board decisions, regardless of whether they voted in favor of the motion. Only designated spokespersons (usually the President) may speak publicly on behalf of the organization.

Duty of Obedience:

A Board member is expected to act in a manner that ensures the organization operates in keeping with its mission and bylaws and in accordance with the laws and regulations governing its formation and status.

In order to maintain the public’s trust as a nonprofit organization, Board members must be fully conversant and compliant with the organization’s mission, bylaws and policies, and ensure that the policies, goals and activities (including competent management of its funds and other resources) are executed in accordance with the mission.

Source: Anne Dalton, “Three Major Areas of Board Responsibility,” The Association of Junior Leagues International, Inc., 2014

[1] Boards should not involve themselves in the day-to-day operations of the nonprofit as this is the primary responsibility of the executive director.

*Original Content in the article below was provided by the Governance Committee.

Conference meetings are intended to be “mutually fulfilling” gatherings where members joyfully share their experiences, grow in faith and make plans to serve others. Sometimes, however, members do not always agree on how to go about these activities and the meetings are far from mutually fulfilling. Managing meeting conflict is almost never at the top of any Conference president’s list of favorite undertakings, but it doesn’t need to be a negative experience. In fact, sometimes it can be healthy and help your Conference grow. Here we share a few tips to better prevent and manage conflict within your Conference meetings.

To prevent Conference meeting conflicts:

• Send out a detailed, specific agenda ahead of time so that members know how the meeting will proceed. Make it clear that the meeting will unfold in an organized, respectful manner.
• Know the strengths and weaknesses of the members in your Conference, and tailor the discussion style to maximize the strengths and minimize the weaknesses.
• Encourage frequent communication among Conference members outside of meetings so that members feel informed and are not taken by surprise.
• Ensure that minutes are kept of Conference meetings, including specifics about decisions made and timeframes. Distribute minutes in advance to all Conference members to reduce inconsistencies in memory.

During a Conference meeting:

• Make sure all Conference members have the chance to speak and be listened to respectfully.
• For significant topics, give members a few moments to process the question at hand and perhaps write down a few notes before starting the discussion.
• Present things in such a way that indicates the Conference is working through issues together.
• Try to anticipate conflict and address the issue before it happens. Be aware of members’ nonverbal communication and apparent discomfort.
• Encourage the Conference to be specific in its decisions to avoid ambiguity about when or how something will be done (i.e., “Jesse will contact Father Mike by noon on Friday,” not “Jesse will contact Father Mike soon”).

Should a conflict arise:

• Pause briefly to allow the Conference and its members a chance to temper emotions and think of how to say things in a thoughtful, respectful fashion.
• Repeat/summarize what you have heard Conference members say so they know you heard them.
• Neutralize personally-directed comments by restating them in terms of objective qualities, issues or actions, not people themselves (i.e., “Maria tries to avoid us all of the time and refuses to answer our phone calls” to “You feel that Maria is not making herself available to the needs of the Conference,” or perhaps even better, “You feel that our current system of reporting home visits is not working”).
• Redirect tangents back to the agenda item under discussion.
• Restate and reframe the larger context of the situation to keep the topic in perspective.
• Identify and outline the points of agreement that exist between disagreeing parties.
• Find a “grain of truth” in an opposing viewpoint and use that to begin to build consensus.
• Strive to arrive at group consensus; avoid voting on a divisive topic if possible.
• Place the discussion on hold and ask the Conference spiritual advisor to lead the Conference in a prayer before continuing.

If the Conference is stuck:

• Reduce unknown factors and fear by assigning a subgroup to research the topic a bit more and report back at a future meeting.
• Table the conversation until a future meeting.
• Discern whether someone perceives a threat to themselves or to their interests. If so, address/discuss the issue in a kindly fashion that preserves their dignity.
• If the topic is hijacking the meeting, arrange for either the whole group or those members most invested in the topic to hold a separate meeting in the future to discuss it.
• If only one individual is upset about an issue for a prolonged period of time, ask to meet separately with him/her after the meeting.
• Consider whether another factor(s) may be contributing to rigidity in mindset or aggression in verbal response.
• While maintaining confidentiality, seek advice from fellow Conference/Council presidents, National Office staff, committee chairs or other Vincentian peers. Many other Vincentian leaders may have faced similar circumstances and have suggestions based on what worked for them.

Know that you are not alone in facing difficult Conference situations at times. Facing conflict may not be your favorite part of serving the poor, but your adept handling of it will allow for so much more love, respect, commitment and loyalty to grow among Conference members and toward those in need as a result.

Unoriginal material in the above list was drawn from the following articles. If you would like further information, follow the links below:

• “How to Resolve Conflicts – Without Killing Anyone” from the Texas Center for Women’s Business Enterprise, August, 1997. http://web.cs.ucla.edu/~klinger/articles/conflicts.html
• “The 3 Secrets to Conflict Resolution” by August Turak on Forbes.com, September 10, 2012.
  http://www.forbes.com/sites/augustturak/2012/09/10/the-3-secrets-to-conflict-resolution/#4e13ab177ce7
• “How to Diffuse Workplace Conflict at a Team Meeting” by Nicole Long, studioD on smallbusiness.chron.com
  http://smallbusiness.chron.com/diffuse-workplace-conflict-team-meeting-24277.html

*This week’s Governance article was provided by the National Governance Committee

There has been much discussion over the last several years related to the frequency of Conference meetings and what constitutes a valid meeting in compliance with the Rule. This brief article addresses this issue, hopefully answering most questions that come up related to it.

David Williams, considered to be the guru of the Rule internationally, noted it requires that Vincentian Conference meetings take place at least twice monthly (ideally weekly). Those meetings should consist of three specific segments which reflect the objectives of the Society:  Growth in holiness, community (friendship/fellowship) and service to those in need. If any of those segments is not present, it is not a valid meeting. We must add that a valid meeting requires a quorum of Active Members.

In the new Part III of the Rule, Statute 7 provides a comprehensive list of components an agenda could include. Here is where reality comes into play:

• If a Conference has no active committees doing special things for the Conference, then committee reports are not needed. However, if there are active committees, it is appropriate to have someone from that committee report on the work those Vincentians have done. This is one way in which we honor the work of our fellow Vincentians.
• If there are no Resolutions to come before the Conference, then that portion of the meeting may be skipped.

These are just two examples of how the agenda is flexible.

So let’s look at what is absolutely required. We will address two specifics first and then what David Williams has identified. By virtue of the offices they hold, the Secretary and Treasurer are required to present a report at every meeting. The Secretary presents, at a minimum, the minutes of the last meeting and opens the floor for corrections before final approval of the minutes. The Treasurer reports on the status of all financial accounts of the Conference and answers any questions asked by members. Since all decisions of the Conference are made by the Active Members as a whole, the members must be aware of the current status of all activities and accounts.

And now let’s look at David Williams’ specifications:

1. Growth in holiness: This is covered by the opening/closing prayers and the spiritual reading and discussion by the members. In some cases Conferences have gathered for a Mass or special liturgy and this will suffice, but the spiritual reading and discussion is the primary way in which this is fulfilled within the meeting.
2. Community (friendship/fellowship): In the recommended agenda this is fulfilled by the spiritual reading and discussion by the members, and by the discussions which center on the Home Visit reports and other work of the members (committees, special works, etc.). In some cases this is fulfilled by the members planning for and/or actually doing a work of service together at that time.  Sometimes it is fulfilled by a social after the meeting itself. This will satisfy the requirement if it includes everyone present at the meeting and not just one or two people.
3. Service to those in need: In Statute 7 this is fulfilled by the reports on Home Visits, committee activity and special works. As in #2 above, this is also fulfilled by the members planning for and/or actually doing a work of service together at that time.

As can be seen in the above explanation, the agenda presented in Statute 7 is a reasonable way to plan each Conference meeting; however, it is not the only way. It is highly important that every meeting have an agenda to keep things moving in an orderly fashion and complete the meeting in a reasonable amount of time.