The Advisory Council & Committees by The Advocacy Foundation, Inc.

The e-Advocate Quarterly Magazine Proverbs 19:20-21 | Proverbs 4:13

The Advisory Council & Committees

“Helping Individuals, Organizations & Communities Achieve Their Full Potential” Vol. VIII, Issue XXXIII – Q-2 April| May| June 2022

The Advocacy Foundation, Inc. Helping Individuals, Organizations & Communities Achieve Their Full Potential

The Advisory Council & Committees

â&#x20AC;&#x153;Helping Individuals, Organizations & Communities Achieve Their Full Potential

1735 Market Street, Suite 3750 | 100 Edgewood Avenue, Suite 1690 Philadelphia, PA 19102 Atlanta, GA 30303

John C Johnson III, Esq. Founder & CEO (878) 222-0450 Voice | Fax | SMS

www.TheAdvocacyFoundation.org

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Biblical Authority ______

Proverbs 19:20-21 (NIV) 20 Listen to advice and accept instruction, and in the end you will be wise. 21 Many are the plans in a man's heart, but it is the LORD's purpose that prevails.

Proverbs 4:13 (NIV) 13 Hold on to instruction, do not let it go; guard it well, for it is your life.

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Table of Contents The Advisory Council & Committees

Biblical Authority I.

Introduction

II.

Roles & Responsibilities

III.

Creation and Operations

IV.

Benefits and Drawbacks

Ten Tips for Creating an Effective Advisory Council

VI.

Advisory Council Member Selection

VII.

Advisory Council Member Job Description

VIII.

Advisory Council Examples

Attachments A. Building An Effective Advisory Committee B. The Role of Nonprofit Advisory Groups C. Questions to Ask Before Joining An Advisory Board

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Introduction Advisory boards, aka people who bring expert board of do not company. appoints

advisory groups or advisory committees, are comprised of knowledge or skills that can enhance a company's official directors. Advisory boards generally provide recommendations and important information but have any governing authority over the company's formal board of directors usually members to an advisory board. What type of people become advisory board members? It depends upon the reason for the advisory board's existence. Companies may appoint board members to bring additional needed insight into a field or special project. companies also honor retired company major financial contributors with advisory seats.

advisory expert Sometimes officials or board Companies generally form A standing advisory board is board is temporary and is

one of two types of advisory groups - standing or ad hoc. in existence on an on-going basis. An ad hoc advisory usually formed for a specific project.

Advisory Boards for Nonprofit Organizations Nonprofit organizations benefit from advisory boards because members can help find resources to fulfill projects despite any funding limitations. A nonprofit organization can sometimes encounter road blocks for project completion because of a small staff, limited budget or government red tape. Advisory boards, who often represent both the nonprofit and for-profit industries, can bridge the gap and bring expert advice, affordable or free resources and connections for fundraising efforts. When credibility in a unrelated field is necessary for a project, it is handy for a nonprofit organization to have an advisory board member from the field in question. An Advisory Council is a body that provides non-binding strategic advice to the management of a corporation, organization, or foundation. The informal nature of an advisory board gives greater flexibility in structure and management compared to the Board of Directors. Unlike the Board of Directors, the advisory board does not have authority to vote on corporate matters or bear legal fiduciary responsibilities. Many new or small businesses choose to have advisory boards in order to benefit from the knowledge of others, without the expense or formality of the Board of Directors. Page 8 of 42

Moreover, the function of an advisory board is to offer assistance to enterprises with anything from marketing to managing human resources to influencing the direction of regulators. Advisory boards are composed of accomplished experts offering innovative advice and dynamic perspectives. Meeting quarterly or biannually, boards can provide strategic direction, guide quality improvement, and assess program effectiveness. Entrepreneurs, especially from startup companies or small business may not want to dilute their control of their business by establishing a board of directors with formal responsibilities and authorities. Thus, an advisory board may be a more suitable solution to entrepreneurs who want access to high-quality advice and network in the industry. Advisory board, as an external group, could also provide non-biased information and advice to entrepreneurs. “The main reason to create an advisory board is to seek expertise outside of the organization. Advisory board members should provide the company with knowledge, understanding and strategic thinking of the industry or management of the company.”

Companies should seek advisory board members whose qualities complement the existing board of directors and not mask gaps in knowledge or skill in the main board. An advisory board strengthens the existing board, but not interfering with authorities of the existing board. The former editor of The Economist, also an advisory board member, once says, “They (advisory boards) are there to give focus to or sometimes challenge research and intelligence work being done in the company, thus avoiding groupthink and giving direction on big picture issues.”

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Roles & Responsibilities Advisory Boards responsibilities typically consist of, but are by no means limited to, the following:         

Developing an understanding of the business, market and industry trends Provide “wise counsel” on issues raised by owners/directors or management Provide unbiased insights and ideas from a third point-of-view (not involved in the operation of the business) Encourage and support the exploration of new business ideas Act as a resource for executives Provide social networking platform for directors and the company Encourage the development of a governance framework that enable sustainable growth of the company Monitor business performance Impose challenges to directors and management that could improve the business

In The Beginning/ At Start-Up Setting up a startup’s advisory board — a group of advisors committed to your success — provides a sounding board to test and strengthen your ideas and gives you access to important resources. To build a board, consider the film industry, where producers often begin projects by lining up the most bankable talent possible so that others will follow the star’s lead. In the same way, recruit advisors, like well-known community members or industry influencers, who will attract others to give your board credibility. Establish goals and expectations for the Council up front, including how often it meets and where (usually, inperson meetings once every three to six months will suffice). Your Council members are busy, so don’t waste their time: make sure to set an agenda with specific goals at each meeting, and spell out term limits (say, two or three years) for board membership. Page 11 of 42

Nonprofit Specific Advisory Councils A true advisory board is exactly that: advisory. It is distinct from the actual governing board of directors, and has no authority other than what is granted to it by the governing board. But, advisory boards can be very useful for nonprofits as idea-engines, “homes” for valued volunteers who have rotated off the governing board and wish to stay connected to the organization, or alternately, for not-yet-board-members, who wish to test-drive their relationship with an organization and who can bring helpful resources of time, talent, and treasure to the organization. Nonprofits may create advisory boards for a variety of reasons including as an additional resource for fundraising, to create a link with a specific group of stakeholders, such as government, or simply to tap into the brainpower of trusted and valued community members. Be Sure The Advisory Council Is Well-Informed Although advisory board members are legally different from members on the board of directors, one similarity they share is likely being perceived as walking billboards of the organizations to the public. Advisory boards are viewed as ambassadors of the organization and their involvement may be widely known, for example, through publication on the organization’s website or letterhead, or through their individual communications with others about their role on the organization’s advisory board. Especially for advisory boards that are intended to garner attention and prestige, an organization may want to consider message training or other activities to keep the advisory board engaged, knowledgeable, and good advocates of the organization. Consider strategies for addressing issues such as:   

Are the members of the advisory board aware of the organization’s mission, activities, and values? Do they have the tools to effectively communicate this information to outsiders? Do they have opportunities for staying engaged in and passionate about the organization?

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Creation and Operations There are two key questions to be asked when creating and operating an advisory board. The first question is who is trying to achieve what from an advisory board. The second question is how the business of the board should be conducted. The following issues need to be addressed. Mandate The type of advisory board members should be determined by the nature of what is sought and expected from them by the enterprise. Advisory board members should have distinctive knowledge on different aspects of business such as marketing, product development, sales techniques that are of use directors. to the A lack of definition in “what is sought from the advisory board” or “what sort of advice is to be sought of” would lead to a disorganized board, which eventually could lead to an advisory board that provide less value per dollar or hour invested than a well-mandated. Eventually, it could result a waste of resources and time for the enterprise and the advisory board members. Focus The advisory board must determine what the focus of the committee is, whether it is a broad focus or a narrow one on a specific product feature. Individuals in an advisory board should share a common goal or similar interests. For example, Algorithmics Incorporated, a company acquired by IBM in 2011, provides risk software solutions. Employees in Algorithmics specialize in software development, mathematics, financial engineering and risk analytics. Algorithmics expanded the breath of advice beyond its nine-member board of directors and built an advisory board that focused on the benefit of customer and potential customer input on product and market direction. Advisory board members include executives charged with enterprise risk management responsibility, who would compete against each other, but share an interest in providing Page 14 of 42

suitable risk management underpinnings to their business. This common interest help ensure that the advisory board would be committed and pleased to meet with the CEO of Algorithmics. Size Size of an advisory board influences the efficiency of delivering ongoing information and effectiveness of organizing board meetings. A large advisory board may result in managerial issues. Therefore, if is recommended an advisory board to begin with the advisory board leader, and grow from a fairly small size to its ultimate number. Group dynamics suggests the maximum size for an advisory board is eight members, which takes into account of the need for enterprise people and other facilitators at meetings. Some advisory boardâ&#x20AC;&#x2122;s mandate may require more significant representation of a specific and large number of constituencies. Meeting Organization and Frequency The functioning of an advisory board is affected significantly by how effectively the groupâ&#x20AC;&#x2122;s activities are organized and directed. A fixed meeting shall be held annually and advisory board members must be well informed of the purpose and background information of the meeting in order for them to provide valuable advices. A corollary should be provided to advisory board members, in which it should be of an appropriate length, organized, comprehensible and informative. While it should be concise, it should provide enough details to provide advisory board members a suitable foundation for them advise on the business. Confidentiality of the information discussed in the meeting shall be considered. A skilled administrator or corporate secretary is required to organize schedules of advisory board meetings and meeting materials. The chair of the board should be committed and aware of time management for the meeting. An agenda could improve the organization and time management for the meeting. Term of Membership Advisory board members could be appointed to specific terms i.e. one, two or three years so that it ensures them to actively commit to the company and prevent them to get too comfortable with their positions. Term of membership is also important when it comes to expansion of the board; term of membership ensures that the size of the advisory board remains efficient and manageable.

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Compensation Nonprofit Advisory Board members serve an enterprise for a range of reasons, from personal loyalty to intangible compensation and Social Equity. Equitable compensations are important as they give incentives to Advisory Board members to commit to the enterprise and give quality advice. For example, the director of The NpA described the compensations of members serving on the Advisory Committee. Some of the compensations include: 

 

The interests of Evidence-Based research; engages in research and development involving social Risk v. Protective factors, attracting members who conduct similar research; Prestige, camaraderie and personal networking

benefits; Friends and close colleagues of NpA executives are asked to join the committee.

Prerequisites Before inviting anyone to join an advisory board, make sure the (1) Purpose, (2) Role, and (3) Authority of the advisory board are well-considered and documented in writing. 1. A written “charter” (purpose statement) for the advisory board is helpful when recruiting potential advisory members, so they know why the advisory board is important, and what their role will be. 2. Are the expectations for advisory board members clear? For instance, do the expectations include financial support? How much time do you expect the advisory board members to give to the organization? 3. What policies may be needed to manage expectations. For instance, If travel to meetings is involved, will the nonprofit reimburse the advisory board members for their travel costs? 4. Are the limits of authority of the advisory board clear? (e.g., Advisory boards are different from governing boards - Advisory board members don't have the authority to take action on behalf of the nonprofit, but instead are expected to serve as resources and make recommendations, either to the governing board, or to the staff, or to a designated committee of the board.)

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Benefits and Drawbacks Benefits of Advisory Board The benefits of having an advisory board over director of board include, but are by no means limited to, the following: 

Distance Control

Multinational companies have local companies running their business in a particular foreign jurisdiction for lower costs e.g. tax, price of raw materials, and organizational benefits. However, giving authority to an outside group of directors in the local company may increase risks and instability of the multinational corporation. Since an advisory board can operate in a different location, with different cultural and business norms, in a different language, multinational companies may choose to have an advisory board instead of a localized board of directors in order to avoid loss of control. 

Preparation for Board of Directors

Companies may choose to have an advisory board before they have a board of directors. The development of an effective board of director requires a group of individuals with good chemistry and has the combination of appropriate skills to propel the business. Having an advisory board allows companies assess the commitments and capabilities of each individuals and observe the chemistry between them before appointing them to a board of directors. 

Higher Efficiency

A large board of directors may grow to an unmanageable size where organizational complexity and communication breakdown may occur, leading to ineffective and inefficient function of the board. A smaller advisory board, without the complexity of authority involved in board of directors, may work more effectively compared to a board of directors that grows in size as the corporation grows. 

Formal Advice

The complexity and speed of enterprises often make it difficult to seek advice on any particular topic. Enterprises may also find building trust in any person or group to provide on-going and meaningful guidance difficult. An advisory board can then provide the degree of consistency, longevity and background knowledge as advisory board members provide reliable advice on Page 18 of 42

particular issues. Advisory board members receive compensation for committing to their positions. This gives incentives to advisory board members to provide quality advice and ensure that a request for assistance is taken formally. 

Less Pressure on Executives

Executives can express partially defined or tentative view to an advisory board since advisory board’s sole purpose is to provide advice. This allow them to “test-drive options” before they face the board of directors which demands definitive and assertive business decisions. The board of directors assesses the CEO and establishes his or her compensation. While an advisory board may induce change in the company for the benefits of the company, a board of directors inducing change in the company could suggests a lack of confidence in the senior management team. This imposes great pressure on senior executives and could become a barrier for senior executives to express their issues and seek advice from the board. Thus, an advisory board could be a ‘safe harbor’ for senior executives to seek advice and test business options. 

Focused Input

An enterprise may need advice on a particular aspect of its business (such as marketing, product direction, customer service or contact network expansion). While board of directors need to take into account of all aspects and go through a series of administrative proceedings e.g. formal approvals, ratification, an advisory board can focus directly on a particular issue and give advice. Drawbacks of Advisory Board The drawbacks of having an advisory board instead of a board of directors may include the following: 

Less Compensation

An advisory board deals with a more narrow range of issues and meet less often than board of directors. There is less commitment for advisory board members compared to directors in the board. This is reflected in the lower compensation advisory board members receive as compared to those in the board of directors. Nevertheless, the compensation for advisory board members depends on various factors, including return of investments, time, organization and cost. 

Fiduciary Duty/ Liability Issues

Board of directors is exposed to a variety of legislated liabilities, fiduciary and other duties. Responsibilities include unpaid wages, unpaid taxes, environmental damage, etc. By subjecting directors to such liabilities and fiduciary, directors are forced to make decisions and establish Page 19 of 42

policies in a way that minimizes risks. Whereas, an advisory board is not subjected to fiduciary duties or liabilities and therefore could influence the enterprise by providing risky advises.

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Ten Tips for Creating an Effective Advisory Council You don’t need to navigate unfamiliar waters alone. Put together a good board of advisers, and you’ll create a powerful asset that can make a huge difference when you need to get objective advice, scout the marketplace, gauge future trends, seek new strategic positions, have introductions made or build repeat stakeholders. Unlike corporate boards, advisory boards have no fiduciary responsibility and their advice is non-binding. Some are hands-on, meeting monthly or more, even getting involved in the daily grind. Others meet quarterly, with an eye to the big picture. Many consist solely of interested outsiders, but a good number include investors as well. What all such boards share is this: They advise, evaluate and play devil’s advocate. Here are ten rules of thumb to follow when building an effective advisory board. 1.

Determine the Objective of Your Advisory Board: Advisory boards can be general in scope or targeted to specific markets, industries or issues such as adopting new technology or going global. They provide timely knowledge about trends and competitors, as well as identifying upcoming political, legislative and regulatory developments. They can help you enter new businesses and look at your own operations with an open mind. Advisory boards can also be made up of customers and prospects who provide insights into product development and marketing issues.

Choose the Right People: Of course, when forming a board you need to understand its purpose, but you also need to know what specific skills to seek. In general, look for diverse skills, expertise and experience. You want members to be problem solvers who are quick studies, have strong communications skills and are open minded. Big names can be a bonus ... but not always: Getting a heavyweight on your board of advisers can give you credibility, but it’s also important to have members who are going to spend the time to give you thoughtful advice or are well connected and willing to make introductions.

Set Expectations: When inviting a prospective member to join your advisory board, you should lay down the ground rules about what is expected in terms of time, responsibilities and term of office. Specify the areas in which you’re seeking help. If the advisory board is going to discuss issues that include private information, members should be notified that they will be asked to sign a confidentiality agreement.

Compensate Your Advisory Board: Depending on whom you are asking and how involved you need them to be, compensation can vary from just providing food to covering expenses to stock options to cash payments to a combination of the four. Keep in mind that your members will likely benefit themselves in a variety of ways. Being on your board will expose them to ideas and perspectives they may have otherwise missed. It will also expand their own networks and provide them with a way of giving back.

Get the Most Out of Advisory Board Meetings: Prepare for meetings well in advance. Choose a site that is comfortable and free of distractions. Careful thought should be given to developing the agenda and managing the meeting. Solicit input for the agenda, and distribute important information ahead of time. Run the session as you would any professional meeting, and follow it with an action plan. The facilitator Page 21 of 42

should know which experts to draw out and how to stimulate a dialogue. He or she should be resultoriented, as ideas without action aren't worth much. The minutes should be written up and circulated to top management. The notes should include recommendations on key issues. 6.

Ask for Honesty: An advisory board must be open and frank, so don’t be offended if you hear things you don’t like. Your board will also suggest ways of correcting the problems they identify. If appropriate, encourage members to tell you about their mistakes so you can avoid making the same ones. You can learn a lot by finding out what other people did wrong.

Consider Alternative Feedback Methods: Getting the entire board together on a regular basis may not be possible. Instead, meet or have conference calls with specific members about topics relevant to their expertise as needed. E-mail is a great way to reach everyone and have them respond to you at their convenience.

Respect your Board's Contributions: Don't abuse or waste their time. Listen to what the board says. Sometimes, a business executive is so close to an issue, you can’t see the forest for the trees. But remember: This isn’t a corporate board, so you don't have to do everything they suggest. Ask yourself, “Does this work for my company? Am I comfortable with that?” Then make a decision.

Keep Board Members Informed: Once they’re on the board, keep members excited about your business by giving them updates at times when you aren't soliciting their advice. The fact that they've agreed to be on your board means they care about your company, so keeping up-to-date will help them be of greater value to you. Remember that these people are evangelists for the company.

10.

Fire Bad Board Members: If you realize you’ve made a bad choice, get rid of him or her. Unlike a board of directors, advisers can be replaced without a lot of legal headaches.

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Advisory Council Member Selection Keep the following tips in mind when forming an advisory board for your startup: 1. Recruit advisors for short-term objectives. Startup business models evolve and change. Don't recruit advisors who will help you with future products or future markets. Focus on the short-term and determine what skills, introductions and knowledge you will need to accomplish your immediate business objectives. Your advisors should help you fill the gaps for the next six months, not six years. 2. Advisors can help establish credibility. One of your needs as a startup entrepreneur is to establish business credibility. This will help you attract customers, partners, key employees, financiers and other essential ingredients to get your business off the ground. Picking the right advisors will help you establish credibility. In fact, it is often easier to persuade industry luminaries and prominent experts to join your advisory board than it is to persuade operational executives who are not used to the idea of devoting personal time to serve on boards. Keep in mind, however, that industry luminaries are not likely to roll up their sleeves and help you with basic startup issues like meeting payroll and paying rent. 3. Look for advisors in unusual places. One traditional place to find advisors is by getting referrals from the SBA's SCORE (Service Corps of Retired Executives) program, a national mentoring service for entrepreneurs. However, to find advisors who are specialists in your business, you will need to be more creative. If your business has industry conferences or training workshops, this is one place to start looking. Open the Yellow Pages and call "competitors" from different regions or different neighborhoods that you can learn from. Ask your relatives and friends if anyone they know has started a comparable business. Talk to potential suppliers for introductions. You should also try using online services such as MicroMentor, a free matching service for entrepreneurs and business mentors. 4. A free lunch is often a better motivator than equity. Some advisors will ask for equity in your business in exchange for advice and introductions. Others will be satisfied if you pay for Page 24 of 42

lunch now and then. In my experience, the advisors who prefer a free lunch are better than the advisors who demand equity. As a gesture of gratitude, you may decide to give a particularly helpful advisor some equity in your company over time-but do not be in any rush to do so. If you have attracted a top advisor who is asking for equity, make sure you structure the compensation over a payment schedule (such as quarterly or annual) rather than upfront. There is no standard compensation scheme for advisors, because it depends on how many advisors you need, how much time they will devote and what kind of company you have. For example, a rule of thumb for high-growth ventures is 1.0 to 2.5 percent of share capitalization for all advisors-contrasted with 10 to 20 percent reserved for senior executives and key employees. If you have five advisors, you should consider 0.2 to 0.5 percent of share capitalization as compensation per advisor. If you are too early-stage to put together an equity compensation plan, you should consider making a small cash payment to your advisors. For example, you can cover their expenses to attend meetings, or you can allow them to submit expense reports for sales and marketing activities that are tangentially related to your business. (If you do this, don't forget to specify an expense limit.) These are variations on the free lunch concept and tend to motivate advisors more effectively than equity-particularly while the company's business model is not yet proven and the value of the equity is difficult to pin down. 5. Don't treat advisors like employees or suppliers. It's not easy to hold advisors accountable. They are not like employees whom you are paying with a steady paycheck. They are not like suppliers who are billing you for services rendered. Even if you are paying them, it is difficult to hold advisors accountable in practice. This is because most advisors have income from other Page 25 of 42

sources and will treat your business as a part-time hobby or casual business interest. Since they are usually not fiscally responsible in the same manner as a company officer or director, they can easily walk away if they do not perform up to expectations. 6. Set term limits. Much like board members have term limits, advisory board roles should also have term limits-such as 12 months or 24 months. It is awkward and may even be potentially damaging to your business's reputation to kick out an advisor if he or she is not performing. Setting term limits makes the transition happen naturally. In my experience, most advisors make their most valuable contribution shortly after they sign on and are excited about their involvement. After some months, they get distracted with other matters and it takes effort to keep them motivated. Some advisors will become very involved with your business, will take on the role of passionate advocates, and will want to renew their engagement. If you cannot afford to do so, don't be discouraged. If you treat your advisors well, they will continue to help you without any formal compensation and title and will expect nothing in return but the satisfaction of watching your business grow.

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Advisory Council Member Sample Job Description The _______________ Advisory Committee exists to help the _______________ project raise funds, tap into existing community resources, and use their networks and relationships to integrate the AFI project within other community activities. Examples include securing training slots for _______________. The Advisory Committee is comprised of __________ members and meets on a MONTHLY/BIMONTHLY/QUARTERLY basis. Members serve for ___ YEAR terms and can be reappointed. Members are selected by SPECIFY (e.g., special committee, executive director in consultation with the board of directors). The Advisory Committee has a chair, selected by _____ (SPECIFY: board of directors, executive director in consultation with board of directors, other). Meetings are held LOCATION/ TIME of DAY and last approximately __ hours. Members are responsible for their own transportation to meetings. Refreshments are served at advisory committee meetings. The advisory committee meets as a body and, on occasion, forms subcommittees to explore issues in greater detail for consideration by the full advisory board. Recommendations are forwarded to the _______________ (SPECIFY: executive director, board of directors, both, other). Qualifications Advisory board members should:  



Be residents of (SPECIFY_GEOGRAPHIC_AREA) and be familiar with the area's social service and economic development needs. Be familiar with such programs as HUD, TANF, CDBG, and CSBG and other human service development programs activities. Examples include but are not limited to: asset building, earned income tax credit services, banking and savings, homeowner ship, higher education, microbusiness, training, and ___. Be familiar with various aspects of fundraising. This might include having established relationships with potential funding partners, such as community foundations, corporations, individual donors or angel investors. It also might include knowledge of fundraising and grant making, such as preparation of funding applications. Be able to participate effectively in a collaborative group process, which requires ability to listen to and work well with other board members, provide feedback in a respectful manner, and be open to a diversity of ideas.

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Responsibilities  



   

Conduct fundraising on behalf of the _______________ Project in helping to secure nonfederal matching funds. Network with various human service agencies and programs (e.g., HUD, CDBG, CSBG) in order to explore ways to integrate _______________-related work within existing activities of these programs and pursue formal networking agreements with these entities. Attend advisory committee meetings, which are held (SPECIFY_DAY_OF WEEK/TIME OF DAY). More than __ absences during a (TIME_PERIOD) may result in termination from the Advisory Board. Be available to serve on at least one subcommittee and be available for phone-based consultation with staff (SPECIFY_TIMES). Take time to become familiar with _______________ GRANTEE and review and be familiar with agendas and other meeting materials, in advance of meetings. Follow advisory committee policies and procedures. Allow the _______________ Grantee to publish your name as a member of the advisory committee.

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Advisory Council Examples Citizen Advisory Board An example of citizen advisory board could be the volunteer citizen advisory board of the American local government. The purpose of the advisory board is to engage citizens in the democratic process. The main purpose of the advisory board is to provide judicious advice from a citizen perspective. Some of the roles of a citizen advisory board include, but are by no means limited to: 



provide assistance to the legislative body when formulating public policy and help transform policy decisions into action  address issues of interest or conduct background work on technical or politically sensitive issues  serve as a way to build public consensus on controversial issues before elected officials make a decision give the community a forum for discussion in greater depth than is possible before a legislative body

Some of the areas that Advisory Boards may tackle include, but are by no means limited to: 

Structuring

There are many ways to set up a business. Advantages and disadvantages and consequences such as liability of proprietors, taxation and capital gains, have to be analyzed. 

Business Plan Design and Development

Business plan is important not only for planning purposes, but also for obtaining banking funding or other credit arrangements. Startup advisory service could provide guidance to startup businesses on designing and developing a comprehensive business plan. 

Financial Forecasting

Financial forecasting is important as it helps financial executives to prepare a budget, plan a strategy or set business goals. Financial forecasting helps startups to plan a suitable business model and guide business decisions at every level of the organization.

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ď&#x201A;ˇ

Marketing Strategy

Marketing strategy is important because it directly influences sales, reputation, branding and customer loyalty of a business. Startup advisors have the experience and network to develop a suitable marketing strategy for business. ď&#x201A;ˇ

Banking And Finance

A business may require loans, credit cards, bank accounts, merchant facilities, insurance, a superannuation fund, etc. While startup business may not have the knowledge to set up banking and finance, advisory services could provide them guidance in such area. ď&#x201A;ˇ

Advisory Board Recruiting and/or Participation

Since startup advisory services a short-term guidance, a business may want to access long-term guidance and advice for specific business ideas, product development, and social network in the business. Some startup advisory services help startups to recruit advisory board members using their existing network with professionals.

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References 1. http://en.wikipedia.org/wiki/Advisory_board 2. http://legacy.hbr.org/tip/2013/12/24/how-startups-can-build-advisory-boards 3. http://www.stengelsolutions.com/tips19.htm 4. http://www.councilofnonprofits.org/advisory-boards 5. http://www.nonprofitlawblog.com/advisory-board-v-board-of-directors-a-distinctionwith-a-difference/ 6. http://www.entrepreneur.com/encyclopedia/advisory-boards 7. http://www.entrepreneur.com/article/71684 8. http://charity.lovetoknow.com/Advisory_Boards_for_Nonprofit_Organizations 9. http://idaresources.acf.hhs.gov/page?pageid=a047000000Ar7eQ

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Attachment A Building an Effective Advisory Committee

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U.S. Department of Education

Office of Safe and Drug-Free Schools

No. 21, April 2008

Mentoring Resource Center

FACT SHEET In This Issue . . . A well-constructed advisory group— whether you call it a board, committee, or council—with a clear mission can make all the difference in achieving your program’s goals. Building an Effective Advisory Committee explains how to organize and use this essential part of your mentoring program to maximum effect. The Pub Hub (beginning on page 4) takes a look at resources available from the MRC Lending Library that can be useful to your mentoring program, including resources on advisory groups, asset building, and risk management.

Building an Eﬀective Advisory Committee A strong and effective advisory group can be a tremendous asset to both new and well-established youth mentoring programs. But starting and maintaining one often takes a back seat to the more pressing needs of day-to-day program operations, such as volunteer recruitment and quality mentor training. U.S. Department of Education mentoring grantees who included the development of an advisory committee in their grant applications are now faced with the reality of getting this group up and running. Busy project coordinators may be unsure what the purpose of the group should be and why it’s important. This fact sheet offers an overview of the benefits of a well-functioning advisory committee and outlines steps mentoring program staff can take to make their advisory committee effective and useful.

Board of Directors and Advisory Groups: What’s the Difference? All nonprofit organizations are required to have a governing body, usually a board of directors, that is responsible for the overall well-being of the agency. Boards hire, fire, and evaluate the executive director; establish the agency’s vision, mission, and values; set strategic direction and monitor progress, and ensure the fiscal health of the agency. Board members take on specific tasks on behalf of the agency from time to time, but in general they are not involved in the day-to-day implementation of services.

2 Many nonprofits also create one or more advisory groups that can provide support and guidance to both the board and staff. Advisory groups are usually more flexible in what roles they take on than most boards of directors. They do not have fiscal oversight and are not ultimately responsible for the health and well-being of the agency, but they often take an active role in helping the agency implement its goals and objectives.

What’s in a name? Naming your advisory group may not seem like a first priority, but the name you select will define it, both internally and to the general public. Although this fact sheet uses the term “advisory committee,” there are many alternatives that may be more accurate for your own group: board, council, task force, or a unique name created by your organization. Keep in mind that the term “board” implies a certain level of authority your group may not have, and be sure to emphasize the “advisory” function in all materials. Get approval from your governing body before finalizing what you will call your advisory group.

Reasons for Forming an Advisory Committee Some advisory committees are formed by a board of directors to work on a specific issue or challenge. Such working groups may serve only until the specific issue is resolved, at which point recommendations are made to board and staff, and the group dissolves. However, organizations often see the benefit of establishing a permanent advisory board or committee to provide ongoing support (see sidebar: “What’s in a name?”). Such groups can, for example: •

Provide guidance that helps staff solve day-today problems

•

Offer a forum for program stakeholders— school and community partners, business supporters, youth, parents, government workers, volunteers—to communicate their

opinions, share their expertise, and coordinate services •

Act as a link between program operations and the board through a member who serves on both groups

•

Support and represent the interests of a program within a larger agency, such as a mentoring program operating within a multi-purpose social service organization

Advisory committees may be particularly helpful to U.S. Department of Education school-based mentoring programs that are part of a larger organizational structure, such as a school district, multi-purpose agency, or faithbased institution. Mentoring may not be the primary mission of such an organization, and its management staff and board might have only limited knowledge of what the mentoring program is all about. In these settings, an advisory committee comprising key individuals who are truly interested in mentoring can offer guidance to staff, help them achieve their program’s specific goals, and represent the mentoring program in the community. Even agencies whose primary mission is mentoring can benefit from having an advisory committee in addition to their board of directors. An advisory committee provides a structure for involvement by a variety of community members who can offer invaluable support in such areas as recruitment, fundraising, and marketing. Members may offer advice on program policy or services, provide valuable connections with local businesses or agencies, help plan and staff events, or provide support to busy staff. In short, advisory committees offer an organized way to engage volunteers in strengthening mentoring programs.

Steps for Developing an Effective Advisory Committee 1. Establish the purpose of the group. To build the membership of your advisory committee, you will first need to develop or clarify its purpose and scope. For example, an advisory committee whose first priority will be to increase partnership collaboration and communication will likely have different membership than one whose primary purpose is to organize match activities or raise additional funds for special events. If the

3 advisory committee’s purpose is not clearly defined in your grant, refer to the section earlier in this article for common reasons for forming an advisory committee. The following questions may also help you define your group’s purpose and structure: •

Do you want an advisory committee that can advocate for your program and increase its visibility, both internally and externally?

•

Do you want a working committee that can take on specific tasks to support your activities, or an advisory group that can provide informed input as you plan new activities or develop policies and procedures?

•

Do you need the advisory committee as a structure for keeping partners engaged and community members informed, or would it be most helpful to have a small group of people with specific skills and connections that can help you get things done?

•

What decisions can this group make? Will your board of directors need to approve any actions the group wants to take? How will the advisory committee communicate with the board of directors?

•

Who will staff the advisory committee? Are any funds available to provide such basics as refreshments at meetings?

2. Recruit members that fit with the group’s purpose. As you begin to develop the advisory committee’s membership, it will be natural to turn first to people you already know, or those who have already expressed interest in being involved. This base of supporters is a good start, but you will soon need to think more strategically about whom you want to serve on your committee and the skills they will need. Examples of potential members An advisory group is a collection of individuals might include:

“

who bring unique knowledge and skills which complement the knowledge and skills of the formal board members. . . .

”

— Carter McNamara Authenticity Consulting

•

Current or former mentors

•

Representatives of partner organizations

•

School counselors, principals, teachers, or other school staff

•

Representatives from key communitybased organizations that serve youth

Before moving forward, obtain approval from your board of directors or other governing body to establish the advisory committee for the purpose you have identified. Make a brief presentation to the board and ask for advice on recruiting members and facilitating communication between the advisory group and the board.

•

Child and youth advocates in your community

•

Representation from your community’s cultural, racial, and ethnic minorities

•

Parents of youth served

•

Youth (former mentees, high school mentors, etc.)

Check with the appropriate person in your agency to determine if the advisory board is—or should be—covered by your board of directors’ liability insurance.

Other criteria for membership may include diversity of opinions and experience, and a balance of cultural, racial, age, and gender representation. The skills you look for as you build your committee depend on its purpose. If it is primarily to raise funds, Continued on page 6

A Look at Publications and Tools You Can Use!

ub H P e

Our most recent addition comes from BoardSource, a leader in the field of nonprofit governance that has produced many useful resources: Advisory Councils by Nancy R. Axelrod. 2004, BoardSource. This handy 36-page guide covers many of the basics of creating and implementing an advisory council. The author differentiates these councils from formal Boards, and explores important topics such as choosing the right members, structuring the group and its work, and handling common conflicts and

s the feature article in this issue illustrates, the governance provided by a formal advisory committee or board of directors is critical to the long-term success of a mentoring program. In addition to the many useful online resources mentioned on page 7, the MRC Lending Library offers a number of print resources that can help your program create or improve advisory committees and boards.

Legal Responsibilities of Nonprofit Boards The Nonprofit Board’s Role in Setting and Advancing the Mission The Nonprofit Board’s Role in Planning and Evaluation How to Help Your Board Govern More and Manage Less Leadership Roles in Nonprofit Governance Nonprofit Board Answer Book: Practical Guide for Board Members and Chief Executives, by Robert Andringa. 2001, BoardSource.

Lending Library link: http://www.nwrel.org/resource/ singleresource.asp?id=17678&DB=res

This classic resource offers a wealth of advice for board members and agency leaders. Written in an easy-to-use question-and-answer format, specific chapters of this resource cover board functions, board structures and processes, board and committee meetings, and board-staff relations.

Other titles in the library from BoardSource include:

Lending Library link: http://www.nwrel.org/resource/ singleresource.asp?id=15110&DB=res

challenges.

The Governance Series. 2004, BoardSource. This set of nine brief handbooks covers many of the responsibilities and structures of a formal board of directors, and will provide useful advice for any nonprofit hoping to improve the functioning and usefulness of its governance team. Specific titles in the series, each of which can be borrowed separately from the collection, are: Ten Basic Responsibilities of Nonprofit Boards Financial Responsibilities of Nonprofit Boards Structures and Practices of Nonprofit Boards Fundraising Responsibilities of Nonprofit Boards

The Policy Sampler: A Resource for Nonprofit Boards by Kathleen Fletcher. 2000, BoardSource. This helpful resource offers a number of sample policies and texts on topics such as risk management, confidentiality, conflicts of interest, grievances, compensation, and roles and responsibilities of board members. It’s a great tool for any program looking to solidify its board through the creation of formal policies, procedures, and guiding language (even if it does show its age by providing electronic versions of these policies on a floppy disc!). Lending Library link: http://www.nwrel.org/resource/ singleresource.asp?id=15113&DB=res

ub eP H A Look at Publications and Tools You Can Use!

Other resources of interest in the MRC Library Creating Caring & Capable Boards by Katherine Tyler Scott. 2000, Jossey-Bass.

This resource comes at board roles and responsibilities from a different perspective, going beyond administrative and fiduciary responsibilities to imagine boards as mission-driven organizational leaders. It offers advice on trusteeship and organizational understanding, and provides self-assessment tools and activities that can help implement these organizational leadership principles. Lending Library link: http://www.nwrel.org/resource/ singleresource.asp?id=15111&DB=res Secrets of Successful Boards edited by Carol Weisman. 1998, F.E. Robbins & Sons. This practical guide offers chapters written by nonprofit leaders themselves, on topics such as tips for effective board meetings, structuring the board for maximum results, and integrating new members into fundraising and other development activities. Lending Library link: http://www.nwrel.org/resource/ singleresource.asp?id=16198&DB=res The Board Members Book: Making a Difference in Voluntary Organizations by Brian O’Connell. 2003, Foundation Center. This thorough resource covers a lot of territory—everything from board-staff interaction to fundraising to ethical accountability. While the bulk of the book focuses on the roles and actions of board members, the Appendix expands the content even further by offering tips for troubled organizations and listing traits of organizations that are models of excellence. Lending Library link: http://www.nwrel.org/resource/ singleresource.asp?id=15112&DB=res

The Best of Building Assets Together: Favorite Group Activities That Help Youth Succeed by Jolene L. Roehlkepartain. 2008, Search Institute. This is a gold mine for programs looking for group activities to do with mentees. It offers 166 ready-to-use activities for building developmental assets, raising self-awareness, building personal skills, developing leadership, strengthening relationships, improving communication, enhancing character, and more. Activity handouts are provided on a CD-ROM. Each activity is tied to one of the 40 Developmental Assets and can be mixed and matched to create a set of activities that speak to your program’s unique mission and goals. Lending Library link: http://www.nwrel.org/resource/ singleresource.asp?id=17679&DB=res The Season of Hope: A Risk Management Guide for Youth-Serving Nonprofits by John C. Patterson and Barbara Oliver. 2004, Nonprofit Risk Management Center. This resource offers practical advice for managing all types of risks in youth-serving programs. Beginning with a risk management overview, the book quickly moves into topics such as involving parents in risk management, youth-on-youth violence, injuries and accidents, and keeping young people safe online. Lending Library link: http://www.nwrel.org/resource/ singleresource.asp?id=17680&DB=res ***** These and other resources are available through the MRC Lending Library at: http://www.edmentoring. org/lending_library.html. Please contact library coordinators Michael Garringer (garringm@nwrel) or Kay Logan (logank@nwrel.org) if you have questions about searching or using the collection.

6 Building Advisory Groups

continued from page 3

look for members with grantwriting, event management, business, or marketing skills. If you need members to articulate your mission, skills in public speaking or journalism might be helpful. If you need help with program policy and procedures, skills in management and attention to detail will be important. In addition, all members should be able to communicate well, listen and learn, and provide constructive advice. Above all, they should be enthusiastic about mentoring and have a genuine interest in helping you with your mission. As you recruit members, ask for suggestions from other staff members, your board of directors, partner agencies, and others. Develop a simple written application that gathers basic information about the person’s skills, interests, and motivations. This will help you track the mix of skills and representation that will be effective in carrying out the group’s mission. Once your group is established, have participants determine policies and procedures for recruiting and selecting new members. 3. Build your team and develop structure. Once you have selected the core group, begin developing teamwork and a sense of ownership. Your first meeting is likely to be devoted to getting acquainted and learning about the mentoring program. But it is a good idea to start working on a specific task as soon as possible to more fully engage members. One necessary task is the development of the committee’s basic operating procedures: whether there will be officers, how often the group will meet, meeting structure and guidelines, term of service, and so on. Even if some of these have been set up in advance, the group should review them and suggest improvements. 4. Prepare members for their role and the work they will do for your program. Once members have become acquainted and have established some basic operating guidelines, they will be eager to take on the work they were recruited to do. Before determining exactly what that work should be, they need to understand what your program is all about and what their mission and level of involvement will be. Prepare them by: •

Providing a thorough orientation to your program. Describe long-term goals and objectives, current activities, and any successes or challenges. Include information about the young people you serve, partnerships, and other program basics. Give enough back-

ground so that members will understand how the program works and can offer suggestions that make sense. Be sure to provide information in writing to review and refer to later. •

Reviewing the advisory committee’s mission. If committee members were not involved in creating the mission, they should review it and see if it reflects why they are there. It should be something they all feel reflectives what they want to be. Let them know in advance if there are any requirements dictated by your funding source that limit changing the mission.

•

Clarifying the extent and limits of authority. An advisory committee can make recommendations or give opinions but in most cases has no true decision-making authority. Make sure that members know what decisions they can make on their own, how their advice is used, and how final decisions are made in the agency. Develop a communication link between the board of directors and the advisory committee so that your group sees that their work is recognized and taken seriously.

5. Empower the group to develop a clear scope of work. Advisory committee members may look to staff for direction on what their specific role should be and what activities they will be involved with, but in order for them to be fully invested they need to develop their own work plan based on the information you provide. Walk them through a planning process that might look like this: •

Facilitate a conversation about which program areas would benefit from the group’s support, such as volunteer recruitment and training, fundraising, or community awareness.

•

Discuss which of the identified areas need support right now and which could wait or need little support. Ask them to pick one or two areas for immediate action and one or two as a long-term goal. Allowing them to establish these priorities will help ensure their commitment, but it’s your job to make sure the priorities they set are realistic and fill a real program need.

•

Have the group establish measurable objectives and specific activities for the areas they

have agreed to work on. For example, if expanding the volunteer pool is their first priority, the group might have an objective of increasing the number of businesses that encourage their employees to be mentors. To accomplish this objective, they each agree to contact five businesses over the next three months and report on the results. •

Identify a lead person for each area of involvement the committee plans to take on so program staff don’t have to do all the work of encouraging people to follow through on agreed-upon tasks.

Tips for Maintaining Your Advisory Committee An advisory committee is like any other part of your program: it needs ongoing nurturing, maintenance, and an occasional dose of new energy. Here are a few tips to keep your advisory committee running smoothly: •

•

Encourage committee members to take the lead, but make sure their goals are realistic and compatible with your program’s mission. Don’t let them take on activities that are more work than they can handle or that require more staff time than you can provide. Establish and maintain a structure that works for everyone. At a minimum, this should include regular meetings, a chair or co-chair who can be your primary contact person, and a way to record the group’s work. Seek out new members and provide a thorough orientation for those who join. Involve your current membership in recruiting and orienting new members. Provide regular updates about your program and let members know how their work has helped you progress toward your goals. Ask for opinions or involvement only when it fits with the group’s mission and role as advisors. Be sure members understand what you want from them when you involve them in a decision or in planning a new program.

•

Thank members regularly in many different ways—in person, in handwritten notes, via e-mail, in your newsletter—for the work they are doing.

The bottom line is that an advisory committee needs a sense of purpose, doable tasks, a timeline, praise and recognition, and a belief that its input is valued. Advisory committee members need regular guidance from you to be sure they are staying on task. With a little work, your advisory committee can be a real asset to enhancing and sustaining your program.

Online Resources on Advisory Groups The Free Management Library provides easy-toaccess resources regarding the leadership and management of individuals, groups, and organizations. The section on advisory boards discusses the purpose of advisory boards, when and how to form them, and the relationship between the advisory board and board of directors. http://www.managementhelp.org/boards/ advisory.htm Energize, Inc. is an international training, consulting, and publishing firm specializing in volunteerism. A good discussion of advisory groups is available on their Web site http://www.energizeinc.com/art/npadvis.html. “What is a board and why should we have one?” This excellent article on advisory boards appeared in the October 2002 issue of Board Café, the online newsletter of Compass Point Nonprofit Services. Included is a sample letter of invitation to potential members. https://www.compasspoint.org/boardcafe/ details.php?id=41

See the Pub Hub (page 4 and 5) for additional resources on boards and advisory committees available for loan from the MRC Lending Library.

“

An Advisory Board is composed of people with a genuine interest in your work and a desire to see it do well. Your Advisory Board members serve as a sounding board, offering ideas and expertise and giving you honest advice. More than anyone else, [they] will be on your side. They will be people with no axe to grind who want to listen to you and advise you. Above all, they’ll want to contribute to your organization’s well-being.

”

— Susan Ward, “Your Guide to Small Business: Canada” http://sbinfocanada.about.com/od/management/qt/advisoryboard.htm

STAMP The Mentoring Fact Sheet is published by: U.S. Department of Education Mentoring Resource Center 771 Oak Avenue Parkway, Suite 2 Folsom, CA 95630 MRC Hotline: 1 (877) 579-4788, fax: (916) 983-6693 E-mail: edmentoring@emt.org Web: http://www.edmentoring.org This publication was funded by the Office of Safe and Drug-Free Schools at the U.S. Department of Education under contract number ED04CO0091/0001 with EMT Associates, Inc. The contracting officer’s representative was Bryan Williams. The content of this publication does not necessarily reflect the views or policies of the U.S. Department of Education, nor does the mention of trade names, commercial products or organizations imply endorsement by the U.S. government. This publication also contains hyperlinks and URLs for information created and maintained by private organizations. This information is provided for the reader’s convenience. The U.S. Department of Education is not responsible for controlling or guaranteeing the accuracy, relevance, timeliness, or completeness of this outside information. Further, the inclusion of information or a hyperlink or URL does not reflect the importance of the organization, nor is it intended to endorse any views expressed, or products or services offered.

U.S. Department of Education Mentoring Resource Center 771 Oak Avenue Parkway, Suite 2 Folsom, CA 95630

Attachment B The Role of NpA Advisory Groups

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Free Advice? The Role of Advisory Groups in Nonprofit Organizations

Page |2

Advisory Councils Introduction Advisory councils are groups of volunteers typically assembled to supplement the governance activities carried out by the board or the management tasks carried out by staff. They can perform a variety of jobs — for example, assessing the need for new programs, raising the organization’s profile in the community, gathering input from stakeholders to the organization, monitoring industry or community trends, conducting program evaluations — many of which are central to an organization’s activities. Advisory councils, however, can be difficult to manage well. They have a great deal of responsibility, and little authority. These groups grapple with issues that are central to the organization, yet their membership may well consist of people who have no formal connection with the nonprofit. To ensure their success, advisory councils must be formed with a purpose and with care. And, they must be formed in a way that benefits both the group and the nonprofit it serves.

Key Elements 

Some advisory councils are ongoing bodies, while others have a limited term of existence defined by their charge. It is helpful to clarify whether the group is permanent or temporary, and if temporary, to fix the period if it can be determined in advance.



Advisory councils are not legal bodies and cannot assume responsibility for the governance of an organization. Advisory council members normally have no legal responsibilities. They have no vested right to serve and no immunity from removal.



A written statement of purpose helps an advisory council to identify the collective role of the group and to describe the responsibilities of individual members. The limits of authority and its role in making recommendations or carrying out specific tasks should be clearly defined.



The council’s goals should determine its membership, not the other way around. For a group that is designed to highlight a nonprofit’s standing in the community, perhaps an advisory council packed with luminaries is appropriate. For a group that provides technical expertise, the credentials for membership may be quite different. It should be clear who appoints the members and whether members have term limits.



Form must follow function — or the group will not function well. Issues like council size, composition, term limits, frequency of meetings, and meeting formats should be guided by the purpose of the council.

Practical Tips 

An advisory council needs to be as large — or as small — as necessary to accomplish its task. It could be five members or 50 members. Fundraising advisory councils might be bigger because a larger size tends to increase an organization’s reach. A group designed to provide technical expertise might be smaller.



While advisory councils might not meet as often as governing boards, the number of meetings depends on the purpose of the group. Groups designed to promote special events might meet frequently during the height of planning. Others may meet only once a year, related to a particular event or to consider fiscal year-

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Page |3 end reviews. Some may never meet collectively in person, but function well “virtually” or individually to bring a larger network of support to the organization. 

To avoid confusion over which entity has ultimate responsibility and authority, do not call an advisory council a board. Some alternative work group names include advisory committee, advisory council, auxiliary council, advisory or leadership task force, sponsors or friends of the organization.



To recognize the efforts of the advisory council and enhance its validity, establish a formal relationship between it and the governing board. For example: designate a permanent advisory council member to serve as a liaison with the board, invite advisory council members to attend a particular board meeting, and/or include advisory council members in board/staff retreats and other special events.

Questions to Answer before Creating or Renewing an Advisory Council 1.

2. 3. 4. 5.

6. 7. 8. 9. 10.

What is the purpose of the advisory council?  What does the organization want it to accomplish?  What role will it play in the organization? What will the organization expect the individual members of the group to do in order to achieve the above purpose? To whom will this group report? Who will have the authority to select its members? Who will provide the staff support to orient, educate, and work with the members of the group?  How much time will this take?  Whose responsibility is it? How will the organization recruit members of the group? How large should the group be to carry out its purpose? Will it need subcommittees? What is the nature of the relationship between the governing board, the staff, and the advisory council? What are the financial costs of the advisory council to the organization on an annual basis (e.g., travel, meals, materials, staff support)?

A statement of organization and purpose should address the following items:  Reason for the advisory council to exist  Relationship of the advisory council to the governing or statutory board  Relationship of the staff to the advisory council  Criteria for membership  Description of the selection process and to whom the advisory council reports  Length of term of service and duration of the group  Job description that identifies the specific responsibilities or expectations of individual members  Titles and duties of officers  Number of meetings per month/year (depending on how long the group will be at work)

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Page |4 Advisory Council Functions Check the functions that apply to your needs: o Provide oversight and accountability for projects, programs, and services funded by government agencies and foundations. o Raise money for unrestricted use or for a specific program. o Serve as advocates, facilitate access to policy makers, and help shape public policy that benefits the organization. o Serve as ambassadors for the organization to the community. o Review, monitor, or assess a specific program. o Evaluate the performance of the organization as a whole. o Provide a means for involving people who are willing to give critical assistance but have limited time (e.g., public officials, celebrities, influential businesspersons, or individuals with access to potential large donors). o Enlist help from others without enlarging the governing board. o Create an oversight mechanism when an organization launches a new venture or converts to national or international scope before the composition of the governing board changes. o Provide technical expertise. o Gather input from or serve as a liaison with key constituencies. o Build a corps of outside, experienced experts whose interest and support are important (including possible future board members or former board members who can continue to make a contribution to the organization). o Provide an independent, unbiased sounding board for brainstorming, creating new ventures, or identifying institutional strengths and weaknesses as well as external opportunities and threats. o Review applications for funding. o Incorporate additional layers of diversity and new perspectives within the organization.

ÂŠ BoardSource-Building Effective Nonprofit Boards

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Page |5 Sample Advisory Council Charter This charter defines an advisory council that is designed to serve as a link between the organization and a variety of key stakeholders. ADVISORY COUNCIL CHARTER XYZ Advisory Council’s Role The advisory council will consist of a diverse array of stakeholders and will provide broad vision and guidance to the steering committee and XYZ staff. The advisory council will be a key link for XYZ to stakeholder needs and priorities for XYZ programs. Moreover, the advisory council will be an important avenue for XYZ outreach. Advisory council members will provide marketing and awareness of XYZ to their own constituencies and beyond. Finally, the advisory council will afford its members the opportunity to communicate with and learn from each other. Time Commitment The advisory council will meet approximately [once] per year over the course of this project, with the first meeting to be held in [City, State], on [Date]. Meeting expenses, including travel and lodging will be paid by XYZ. Between meetings, members will receive periodical updates from XYZ staff and will have the opportunity to participate in electronic discussion on the Internet. Responsibilities of Advisory Council Members Advisory council members are expected to represent their own stakeholder group. Perhaps the simplest part of this expectation entails attending and participating in the council meetings. At each meeting, council members will be expected to review and critique XYZ performance based on progress reports supplied prior to the meeting. Advisory council members need to communicate with those they represent on XYZ issues and questions. For instance, suppose a particular council member represents [ABC] group. That person is expected to discuss XYZ issues and questions with [ABC] group and to carry the group’s perspective to council meetings and discussions. The representative is also expected to share advisory council decisions and concerns with [ABC] group. In other words, the council member serves as a communications link between the stakeholders he or she represents and XYZ. In addition, the council will be asked for input on how XYZ funds for [DEF] should be distributed. Council members will be asked to review drafts of requests for applications and provide guidance on gatherings such as [the biennial conference and critical issues projects]. After the second year of this project, the council will be asked to review the progress of components that make up XYZ and provide feedback to the staff. Advisory Council Membership We anticipate that the advisory council will have __ or more members. Diverse groups will be represented including [GHI] institutions; [JKL] professionals; [MNO] federal and state agencies; and [PQR] industry. Initially, the council to XYZ will include the same individuals as served on the [STU] council for the past __ years. After the second year, the council will establish a rotational schedule so individuals will not be making an unending commitment.

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Page |6 Sample #2 This statement of purpose focuses the advisory council on fundraising on behalf of the organization. STATEMENT OF ORGANIZATION AND PURPOSE FOR THE ADVISORY COUNCIL OF XYZ Purpose To help the board and chief executive of XYZ in the solicitation of gifts and grants from individuals, corporations, and foundations Membership The number of members of the group shall be no more than __. The chief executive and board chair of XYZ shall serve as members of the advisory council. Selection During the initial year, members should be elected by the board and, thereafter, by the established membership of the group. Term of Office A council member serves a __-year term. To enable new people to join, a member is typically elected to a maximum of __ consecutive __-year terms but is eligible to serve successive terms after the second term at the discretion of the electing body. To ensure continuity in the council’s work, terms will be staggered, requiring that on the initial council, one-third of the members will serve one-year terms, one-third will serve two-year terms, and one-third will serve three-year terms. One- and two-year terms will not be counted in limiting consecutive group service to two three-year terms. Member Responsibilities Each group member is expected to 1. Attend a minimum of __ meetings per year. 2. Actively participate in the functioning of the council. 3. Be available for individual consultation to the chief executive. 4. Occasionally accompany a director, officer, or staff of XYZ for personal solicitation of selected prospects. 5. Write or sign letters endorsing XYZ’s solicitations. 6. Officers  A chair, a vice chair, and a secretary shall be the officers of the council.  The chair shall be invited to attend all regular meetings of the board of directors.  The chair shall preside at all meetings of the council. 7. Staff support  The chief executive of XYZ shall act as executive secretary to the council.

Samples excerpted from The Nonprofit Policy Sampler, Second Edition by Barbara Lawrence and Outi Flynn, a publication of BoardSource, formerly the National Center for Nonprofit Boards. For more information about BoardSource, call 800-883-6262 or visit www.boardsource.org.

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Attachment C Questions to Ask Before Joining an Advisory Board

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QUESTIONS TO ASK YOURSELF BEFORE JOINING YOUR NEXT BOARD Observations from The Board Cafe Okay, you're having a great time serving on a board, but your term limit is coming up, or you're moving to a new community, or you just need a change. If asked why you joined your current board, chances are you'd reply, "because someone asked me." As you consider joining another board, here are some questions to ask yourself: IS THIS THE RIGHT CAUSE AND ORGANIZATION FOR ME? Approach this decision as if you were planning to make a major donation: you would probably begin by thinking of areas where you have strong feelingsâ&#x20AC;&#x201C;perhaps care for the elderly, or civil rights, or the environment. After settling on a subject area, you might then learn about several different organizations working in that field, and investigate ones that seem to have high impact and are well managed. Only after you were fully satisfied would you make the donation. The next time you consider joining a board, first ask yourself whether you truly feel strongly about the type of work that the organization does and the people it serves. Since, as a board member, you'll be investing not only money but time and energy, ask yourself whether the organization seems to be a pretty good risk as an investment. CAN I WORK WITH THIS AGENCY AND THIS BOARD AT THIS PARTICULAR STAGE IN ITS LIFE? At one time in an organization's life, board service may be fairly smooth with a few bumps, while at another time board service may involve a hair-raising roller coaster ride (of course, an unexpected event can throw any board for a loop). What type of board seems right for you right now? You may want a board that really lets you roll up your sleeves and get to work with the other board members, or you may want a board that is stable and can let you learn about board work in a deliberate way. WHAT CAN I, AND WHAT WILL I, CONTRIBUTE TO THIS ORGANIZATION? What skills, contacts, and perspectives do I have that will be useful to this organization? How, specifically, will the board use what I can bring? Often as board members we find that some of our talents and contacts never seem to get utilized by the boards we're on. Perhaps you gave up a music career for accounting, or have writing skills that

are not used at your job. Perhaps your customer network includes dozens of influential community leaders. Consider first what you bring to the table, and then, whether you are willing to give that to the organization. Look, too, for vehicles for your skills: if you can't see a specific vehicle (work on an event, help market a service, work with the Treasurer), your desire to contribute may well go unfulfilled. Ask yourself: Do I believe in this organization enough to introduce my customers to it? Can I make a commitment to attending at least 75% of the meetings? Am I willing to give up one or more evenings a month? Am I willing to make a generous donation? Can I volunteer with other board members on occasional Saturdays? Would I feel comfortable having my name on their letterhead or on their brochure? The right time to ask these questions is before, not after, you have joined the board. This final question is one that potential candidates should ask themselves and one that active board members should periodically reexamine during their board service:

WHAT DO I WANT TO GET OUT OF BEING ON THIS BOARD? An all-too-common experience for board members at the ends of their terms is a feeling that they didn't, after all, really get deeply involved and don't, as a result, feel that they either contributed as much or got as much as they had hoped when they first joined. Board members who plan and ask for what they want in the board will contribute more as well as gain more. For example, if you don't have a finance background but wish you knew more about finance, consider asking to be appointed to the Finance Committee. If there's a community leader on the Program Committee who you would love to get to know, ask to be on the Program Committee, and put in the time to be sure you get to know all the members well. If one of your reasons for joining the board was to meet new people, volunteer to help put on the annual luncheon or staff the table at a street fair. This information is from the BOARD CAFE, published monthly by CompassPoint Nonprofit Services and BoardSource (formerly the National Center for Nonprofit Boards). CompassPoint/Board Match Plus+: 706 Mission Street, 5th Floor, San Francisco, CA 94103; (phone) 415-541-9000; (fax) 415-541-7708; San Jose office: 1922 The Alameda, San Jose, 95126; 408-248-9505. (e-mail) boardcafe@compasspoint.org ; web site is http://www.compasspoint.org/index.html Copyright ÂŠ 2000 CompassPoint.

This information and set of questions are from the web site of BoardSource (the organization formerly known as the National Center for Nonprofit Boards). Questions Prospective Board Members Should Ask Serving as a board member is one of the most challenging and rewarding of volunteer assignments. While appointment or election to a board is an honor, board members have important legal and fiduciary responsibilities that require a commitment of time, skill, and resources. Prospective board members do themselves a service and show that they are serious about the commitments they make by asking some basic questions before joining an organization's board. You can find the answers from the board member who issues the invitation to join; the chief executive of the organization; the board chairperson; other board members, current and former; or written materials. Long-time board members might also benefit from an organization review that answers these questions. Ask questions about the organizationâ&#x20AC;&#x2122;s programs: What is the organizationâ&#x20AC;&#x2122;s mission? How do its current programs relate to the mission? Can I visit the organization to observe a program firsthand? Does the organization have a strategic plan that is reviewed and evaluated on a regular basis? Ask questions about the organization's financial status: Is the financial condition of the organization sound? Does the board discuss and approve the annual budget? How often do board members receive financial reports? Ask questions about the organization's clients or constituencies: Whom does the organization serve? Are the organization's clients or constituencies satisfied with the organization? Ask questions about the structure of the board: How is the board structured? Are there descriptions of the responsibilities of the board as a whole and of individual board members? Are there descriptions of board committee functions and responsibilities? Who are the other board members? Is there a system of checks and balances to prevent conflicts of interest between board members and the organization?

Does the organization have directors and officers liability coverage? Ask questions about individual board members' responsibilities: What are the ways that you think I can contribute as a board member? How much of my time will be required for meetings and special events? How are committee assignments made? What orientation will I receive to the organization and to the responsibilities of board service? Does the organization provide opportunities for board development and education? What is the board's role in fund-raising? Will I be expected to make a specific annual financial contribution? What role will I play in soliciting donors? Ask questions about the board's relationship to the staff: Is the board satisfied with the performance of the executive staff? How do board members and senior staff typically work with each other? Evaluate Your Interest in Serving on the Board Once you are satisfied with the information you have received, it is time to evaluate your own interest in serving on the board. Ask yourself the following questions: Am I committed to the mission of the organization? Can I contribute the time necessary to be an effective board member? Am I comfortable with the approach and tone of the organization's fund-raising efforts? Can I contribute financial support consistent with the organization's expectations of board members and with my own means and priorities? Can I place the organization's purposes and interests above my own professional and personal interests when making decisions as a board member? Background Materials Selected background information can provide a useful overview of the organization, the board's work, and the responsibilities of board members. Helpful material includes: the organization's annual report the most recent audited financial statement the long-range program and financial plan a list of current board members, titles, and all affiliations a description of board members' responsibilities a board organization chart a staff organization chart the organization's newsletter, brochure, or other publications newspaper or magazine articles about the organization a brief biography of the chief executive

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