NONPROFIT BOARD TRAINING AGENDAS 4-Hour New Board Orientation + 8-Hour Governance Refresh Prepared by Giddings Consulting Group | giddingsconsulting.com ----------------------------------------------------------- AGENDA A — 4-HOUR NEW BOARD ORIENTATION For newly elected directors within 30-60 days of election. Co-facilitated by Board Chair + Executive Director. Room setup: Round tables, 6 per table. Printed board book at every seat. One flip chart. Name tents. ----------------------------------------------------------- 8:30 AM Arrival, light breakfast, name tents, board book Table seating mixes veterans with new directors. 9:00 AM Welcome and Orientation Purpose (15 min) - Board Chair: why we hold orientation, not optional training - Executive Director: what new directors should leave knowing today - Each director: one-sentence intro (name, profession, why you joined) 9:15 AM Mission, Vision, Programs (30 min) - 10 min: ED walks the mission statement and three strategic priorities from current plan - 10 min: program map — which programs, which populations served, how funded - 10 min: Q&A, pens on board book page 3 9:45 AM Legal and Fiduciary Duties (45 min) - Duty of care — informed decisions - Duty of loyalty — no self-dealing - Duty of obedience — mission alignment - Personal liability: D&O insurance coverage and limits; when directors are protected vs exposed - Conflict of interest policy walkthrough - IRS Form 1023 and 990 — what the board must certify annually Facilitator note: use BoardSource's "Ten Basic Responsibilities of Nonprofit Boards" as the anchor text. 10:30 AM Break (15 min) 10:45 AM Financial Literacy for Directors (45 min) - Reading the Statement of Financial Position (balance sheet) — three numbers to know - Reading the Statement of Activities (P&L) — restricted vs unrestricted revenue - Reading the cash flow statement — operating reserve definition, our current reserve months - IRS Form 990: why it is public, who reads it - Annual audit: what the board receives, what the audit committee reviews, signing the management letter Handout: one-page glossary of nonprofit financial terms. 11:30 AM Board Governance Model + Expectations (45 min) - Policy governance vs working board — which we use and why - Committee structure: Finance, Governance, Development, Program. Who joins what today. - Meeting norms: prep, attendance, votes, proxy - Give-or-get policy (if applicable): annual gift + fundraising contribution expectation - Term, reappointment, evaluation cycle 12:15 PM Wrap, commitments, questions (15 min) - Each director names one committee they will join and one mission-related event they will attend in the next 90 days. - Board Chair assigns each new director a buddy — a veteran director who will call them within 14 days. - ED confirms next steps: D&O paperwork, W-9 for expense reimbursement, conflict of interest form due within 30 days. 12:30 PM Close. Light lunch served. Informal conversation with senior staff. ----------------------------------------------------------- AGENDA B — 8-HOUR GOVERNANCE REFRESH For established boards (3+ years operating). Full-day working session. Co-facilitated by Board Chair, Executive Director, and external consultant. Best run off-site. ----------------------------------------------------------- 8:00 AM Arrival, breakfast, pre-read materials reviewed Pre-read: prior-year strategic plan, board self-assessment results, Form 990, audit, and board engagement survey. 8:30 AM Opening Circle (30 min) - Each director: one word that describes the board's current state, one word that describes where you want it to be - Chair reframes the day: not a critique, a recommit - Ground rules: honest, specific, constructive 9:00 AM Board Self-Assessment Results (60 min) - Facilitator walks the aggregate scores from the pre-session board self-assessment (BoardSource BoardCheckup or similar) - Top 3 strengths — what to protect - Top 3 gaps — what to address today - Table discussions: which gap matters most in the next 12 months 10:00 AM Break (15 min) 10:15 AM Fiduciary Deep Dive — Financial Oversight (75 min) - Operating reserve: current state, target (3 months? 6 months?), path to close the gap - Audit committee report: material findings, internal-control recommendations, status of management responses - Form 990 review: compensation data, governance section, public-inspection readiness - Risk register: top 5 organizational risks, who owns mitigation - Whistleblower policy and document-retention policy — review and reaffirm 11:30 AM Lunch (45 min). Working conversation at each table on one provided question. 12:15 PM Strategic Plan Progress Review (75 min) - Each strategic priority: on track / at risk / off track, with evidence - Metrics dashboard walkthrough - Decision: plans to accelerate, pause, or reshape 1:30 PM Break (15 min) 1:45 PM Board Composition + Succession (75 min) - Demographic grid: current board by age, race, gender, profession, length of service - Community representation: how many directors are people the organization serves - Skill grid: legal, finance, fundraising, programmatic, advocacy, lived experience, digital, real estate - Pipeline: prospects for the next 2-3 vacancies - Officer succession: Chair, Vice Chair, Treasurer, Secretary — who is ready, who is being developed - Term limits compliance check 3:00 PM Break (15 min) 3:15 PM Fundraising and Resource Development (60 min) - Board give-or-get: current totals, 100% giving participation, largest board gift, total board-driven revenue - Campaign readiness assessment (for boards approaching a capital or endowment campaign) - Director fundraising assignments for the coming quarter: thank-you calls, cultivation intros, event hosts 4:15 PM Commitments + Close (45 min) - Each director states one personal commitment for the coming year (time, treasure, talent) - Each committee names one deliverable for the next 90 days - Board Chair reads the decisions made today back to the room for confirmation - Next full board meeting agenda drafted in real time based on today's outcomes 5:00 PM Close. Dinner optional for directors able to stay. ----------------------------------------------------------- FACILITATOR NOTES ----------------------------------------------------------- - Both agendas assume a board of 9-18 members. For boards under 9, compress breaks and skip small-group rotations. For boards over 18, lengthen breaks and use consistent small-group table mixes. - Never run training without the Executive Director in the room. Board work separated from staff is an anti-pattern. - For contested items (compensation, succession, a strategic pivot), the external consultant should facilitate those blocks — not the Chair or ED. - End every session with written commitments, not verbal ones. Written commitments are tracked in the next board meeting agenda. - Refreshment quality matters. Board members donate their time. Feed them well. ----------------------------------------------------------- REQUIRED PRE-READS (SEND 7 DAYS BEFORE SESSION) ----------------------------------------------------------- 4-Hour Orientation: - Mission statement and strategic plan summary (2 pages) - Most recent Form 990 - Most recent audited financials - Conflict of interest policy - Board member expectations policy - Bylaws 8-Hour Refresh: - All of the above, plus: - Board self-assessment aggregate results - Board engagement survey results - Strategic plan progress dashboard - Audit committee management letter - Demographic and skill grids (blank for directors to self-report during the morning block) ----------------------------------------------------------- FACTS AND SOURCES ----------------------------------------------------------- - Effective nonprofit boards meet 6-9 times per year and commit 4-8 hours per meeting of prep and participation (BoardSource, Leading with Intent, 2021). - Only 32% of nonprofit boards prioritize knowledge of the community served when recruiting members (BoardSource, 2021). Structured orientation closes this gap. - Boards that conduct an annual self-assessment are measurably more effective than those that do not (Stanford Graduate School of Business, 2015). - The National Council of Nonprofits recommends annual governance refresh training for all established boards. - Average board-member tenure is 3-4 years with most nonprofits operating 2-3 year renewable terms (Candid, 2024). Prepared by Giddings Consulting Group giddingsconsulting.com | 30 years of board facilitation experience across 100+ mission-driven organizations.