Before You Say Yes .... Doreen Pendgracs

       Desirable Qualities of Board Members

       Dealing with Bullies and Difficult People

       How to Recognize a Potentially Litigious Personality

       Chapter 11: Keep Things Professional

       Dealing with Sexual Harassment

       Developing and Implementing a “Respectful Policy”

       Chapter 12: Be the Best You Can Be

       Identifying Your Motivators

       Pick Me!

       Planning for Succession

       How to Be the Best Director You Can Be

       Websites

FOREWORD

      If you are reading this, you have probably already said “yes” to an invitation to become a director, or are seriously thinking of doing so, and now you have in your hands a practical introduction to the world of non-profit boards. You already are, or are about to become, one of the thousands of persons who serve every year on volunteer boards of directors of non-profit organizations — big and small — that contribute to their communities in a myriad of ways. Whether it is big or small, good “corporate governance” increases the likelihood that an organization will be successful in carrying out the purposes for which it was established. An organization without a dedicated board of governors that functions well does not have good governance and is unlikely to achieve its goals.

      Doreen Pendgracs encourages her readers to join the many volunteers who put in thousands of hours of work as directors, and to participate knowledgeably, with passion, and with a good understanding of directors’ roles and responsibilities. With enthusiasm and good humour, she recounts experiences of her own and of others whose paths she has crossed — sometimes frustrating, sometimes satisfying — and conveys the joys of collaborating with others on shared goals. Doreen’s book will open your eyes as a director and assist you to understand the responsibilities you are assuming, including setting goals, developing policy, reading financial statements, and managing risks. It will also help you to anticipate and avoid tribulations and troubles such as conflicts of interest and to find a position that allows you to enjoy what you are doing.

      I have worked with non-profit organizations for many years, usually as a legal adviser, but sometimes as a board member myself, so I know first-hand about the hard work and “the pleasures and pitfalls” that fall to the lot of directors — what they help the organization to achieve, how much they give of themselves, and what they may get out of serving on a board of directors on a personal level. My own experience has overlapped with Doreen’s, so I can attest that she always practises what she preaches (nicely) and that her book will give you guidance and confidence in carrying out your duties as a director.

      Marian Hebb

      Toronto

      November 2009

ACKNOWLEDGEMENTS

      This book has been a pleasure to write, but I never would have been able to do it without the insight provided by those who I have quoted in the various chapters and others who have volunteered their thoughts on this exciting topic. I believe their comments have added the personal depth necessary to bring each point discussed to life and increased the helpfulness to you, the reader.

      My deepest thanks to the following individuals and organizations for their generous help and support on this project. They are listed in the order in which their names appear in the book: Marian Hebb, Gregg Hanson, Nathalie Kleinschmit and Global’Ease, Michael OReilly, Bonnie Zink, Maureen Cavan, Industry Canada, Bruce Wilson, John (Jay) H. Remer Jr., Roger Woloshyn, Peter Harper, Lynn Lindsay and Mark Reszel of Encon Group Inc., Otto Siebenmann, Tanya Gulliver, George Butters, Surendra Bungaroo, “Joy Halloden,” Holly Henderson of Altruvest Charitable Services, Marlene Hubert and the Manitoba Government and General Employees’ Union, Roy Yerex, and M. Hope Spencer.

      And deepest thanks to my husband, Reg Pendgracs, who had to spend much of the summer of 2009 without me as I sat at my computer — working on this book. Thank you, Reg, for your love, support, and encouragement.

      I would also like to thank the following organizations for which I have served as a director (or on a committee of the board) over the past twenty-five plus years and each organization’s past and current members — from whom I have learned much: Manitoba Association of Insurance Professionals, Canadian Association of Insurance Women, Manitoba Public Insurance, Manitoba Government and General Employees’ Union, Women Business Owners of Manitoba, Professional Writers Association of Canada, Access Copyright, Prairie Voices Toastmasters, Lord Selkirk Toastmasters, Toastmasters International–District 64, and the Matlock Recreation Club.

      Thanks to the late, great Winston Churchill for this very appropriate and inspiring quote on volunteerism: “We make a living by what we get; we make a life by what we give.”

      And finally, thanks to Kirk Howard and the staff at Dundurn Press for publishing this book. The partnership formed when Canadian publishers and Canadian booksellers support Canadian creators is so important in helping keep Canadian culture strong.

AUTHOR’S NOTE

      This book is not in any way meant to serve as legal advice. Nor is it intended to implicate or suggest that any one individual has inadequately filled his or her role as a director or employee of any organization mentioned or not specifically mentioned in this book.

      The book is intended to be a helpful reference for any individual who is considering becoming (or already is) a director on any non-profit board in North America. It is also intended to help non-profit associations improve their practices and policies with regard to board governance.

      This book is solely based on the personal experience and opinions of the author and the individuals and companies she has interviewed and quoted in this book.

      The purpose of this book is to educate and entertain. No ethical judgment has been made or implied toward any individual or organization.

      If you (or your organization) find yourself a party in any legal action concerning board activities or improprieties, please seek legal advice.

INTRODUCTION

      This book is essentially a “Do’s and Don’ts” of being on a board of directors in the non-profit and not-for-profit sector. It is intended to be a valuable resource to anyone who presently sits on a non-profit board, who may be considering taking on a board position (running for election), or who has been asked to fill a vacant board position.

      It is not intended to help you establish a new board. For that, you need to consult a lawyer and establish the new board in accordance with the laws of incorporation in the jurisdiction in which you live or under which the new board will operate. Industry Canada can also help you with resources. For a terrific free online publication intended to help non-profit organizations and associations operate more effectively and efficiently, visit www.ic.gc.ca/eic/site/cilp-pdci.nsf/eng/cl00689.html (accessed December 2, 2009).

      I have written Before You Say Yes … because, having spent more than twenty-five years sitting on boards of various natures in varying capacities (from a community hall, to trade unions, “women in business” associations, and boards specific to the writing and publishing arena), I believe I have the insight necessary to demystify board obligations and governance in a clear, succinct style without any legalese to confuse