DDP Packet 7-31-2025

BOARD OF DIRECTORS Downtown Dover Partnership Capital City Transforma�on Alliance, Inc. Thursday, July 31, 2025, 1 p.m. Lunch served beginning at 12:30 p.m. The Hive, 28 W. Loockerman St., Dover, DE AGENDA Rev. 7-31-25 12:30 Board members may arrive before actual meeting begins to begin lunch DDP BOARD MEETING: 1-1:25 DDP board meeting) • FY 2026 budget • 120 S. Governors Ave.: Donated Properties - Ground Use Agreement • Conflict of Interest Procedure • General updates BOARD MEMBER TRAINING: 1:25-1:45 Why does DDP have three non-profit entities? (Diane & Ken) 1. Main Street Dover 2. Downtown Dover Partnership 3. Capital City Transformation Alliance, Inc. 1:45-2:40 Key Elements of Effective Board Governance (Pt. 1) Earl Sissel (Over for bio.) • Role of Non-Profit Boards • Culture of High Performing Boards • Legal and Ethical board Responsibilities • Board Structure and Decision-making 2:40 Break Required for CCTA board members to attend. All DDP board members are invited and encouraged to remain for this portion of training. 2:50-4:10 Key elements of Effective Board Governance Overview (Pt. 2) (Earl) • Board Responsibilities o Mission, Vision, Values, and Strategy o Fiduciary and Legal Oversight and Accountability o Building and Sustaining an Excellent Board o Resource Development • Is your Board a High Performing Board? 4:10-4:20 Question & Answer/Key TakeAways 4:20-4:30 Next Steps/Action Items Agenda items as listed may not be considered in sequence. Pursuant to 29 DEL. C. 10004(e)(2), this agenda is subject to change to include the addition or deletion of items, including executive sessions, which arise at the time of the meeting.

BOARD OF DIRECTORS Downtown Dover Partnership Capital City Transforma�on Alliance, Inc. Thursday, July 31, 2025, 1 p.m. Lunch served beginning at 12:30 p.m. The Hive, 28 W. Loockerman St., Dover, DE Lead Consultant: Earl Sissell Vice President of Consulting esissell@delawarenonprofit.org 302.330.7225 Earl Sissell is Vice President of Consulting at DANA. Earl brings a combination of business development, financial management, strategic planning, and leadership expertise to this engagement. Before coming to DANA, Earl’s work experience included more than a decade in public and private finance and venture capital. He served as a faculty member of higher education and at independent schools; as well as serving in a Head of School and CEO for both private and charter schools in the Philadelphia region. His expertise includes strategic planning, nonprofit governance, board development, and nonprofit finance. Earl is a graduate of Kenyon College (BA in Sociology and Anthropology) and the University of Pennsylvania (M.Ed. in Elementary Education). He is a Standards of Excellence certified consultant. Agenda items as listed may not be considered in sequence. Pursuant to 29 DEL. C. 10004(e)(2), this agenda is subject to change to include the addition or deletion of items, including executive sessions, which arise at the time of the meeting.

7/31/2025 The Downtown Dover Partnership operates with What’s the difference between a 501(c)(3) or three non-profit entities: 501(c)(6) entity? 1. Downtown Dover Partnership - 501(c)(6) 1. Purpose & Activity 2. Main Street Dover - 501(c)(3) 2. Political Engagement 3. Capital City Transformation Alliance - 501(c)(3) 3. Donations, Fundraising and Membership 4. Grants What’s the difference? How does the DDP use each of its non-profits? © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 1 2 Think about... Why do you serve as a Board Member with the Downtown Dover Partnership? Board Excellence Training for Capital City Transformation Alliance July 31, 2025 Earl Sissell | Vice President of Consulting © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 3 4

7/31/2025 About DANA Thank you to our Alliance Partners • Mission to strengthen, enhance & advance Nonprofits in Delaware • Advocacy • Capacity Development (workshops, mentoring, consulting) • Networking/collaboration facilitation • Information & Resources • Provide Expertise to Nonprofits • Engaged & Effective Nonprofit Boards • Sustainable Organizations • Strategic Planning • Leadership Development • Support an alliance of over 500 nonprofits, foundation, & business partners 5 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 5 6 Today’s Agenda 1:45 Key Elements of Effective Board Governance (Pt 1) • Role of Nonprofit Boards • Culture of High Performing Boards • Legal and Ethical Board Responsibilities • Board Structure and Decision-making 2:45 Break 2:55 Key Elements of Effective Board Governance Overview (Pt 2) • Board Responsibilities • Mission, Vision, Values and Strategy • Fiduciary and Legal Oversight and Accountability • Building and Sustaining an Excellent Board • Resource Development • Is Your Board a High Performing Board? 4:10 Q&A/Key Take Aways 4:20 Next Steps 4:30 Adjourn 7 8 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 7 8

7/31/2025 Ownership What is the Role of a Nonprofit Board? Measures of Success 9 10 9 10 The board is charged to independently oversee a nonprofit… Nonprofit Governance Accountability …To ensure the organization can continue to Community deliver its mission now and in the future. Board of Directors Internal Stakeholders 11 2023 Delaware Alliance for Nonprofit Advancement 12 © DANA 2023 Not to be reproduced without permission. 11 12

7/31/2025 Nonprofit Board Members Serve as … • Visionaries … imagine … plan … • Stewards … manage … monitor … Culture of High Performing • Ambassadors … tell … invite … Boards 14 © DANA 2023 Not to be reproduced without permission. 13 14 Culture of High Performing Boards  Clarity about Legal and Ethical Board Roles and Responsibility  Intentionality about the structure of board processes and policies  Intentionality about the structure and content of meetings What are the Responsibilities of  Clarity about Board vs. Chief Executive and staff roles and responsibilities and boundaries  Established plans for board recruitment and leadership succession/continuity  Set and monitor annual performance goals for the board, executive, committees, and organization  Evaluates to Improve  Reviews Board Performance at least every two years to understand board members’ perception of a Nonprofit Board? effectiveness  Full board as a collective and individual board members  Measures the degree in which board members are aligned  Actively monitors organization’s financial health and manages risks  Evaluates Chief Executive annually using shared goals with measurable outcomes  Evaluates program effectiveness using shared measurable outcomes 15 16 © DANA 2023 Not to be reproduced without permission. 15 16

7/31/2025 Board Governance -Two Responsibilities Duty of Care (How We Govern) Actively participate in planning and decision-making in a prudent, diligent and informed way. Caring for Assets: People, Property & Capital Type I – Fiduciary Governance Type II – Strategic Governance Use a degree of diligence, care & skill Stewardship of tangible • Regularly attend meetings Strategic partnership with assets. management. • Read & evaluate meeting materials in advance • Ask questions and participate in discussions  Focus is on oversight.  Focus is on strategy. • Be knowledgeable about the organization’s purpose, programs, operations & environment • Maintain confidentiality as appropriate 17 18 © DANA 2023 Not to be reproduced without permission. 17 18 Duty of Loyalty Duty of Obedience (Why We Govern in Certain Ways) (What We Honor) Act in the best interests of the organization over personal interest and avoid any conflicts of interest. Why We govern in Certain Ways Comply with all applicable laws, ethical standards, and the organization’s governing documents, while carrying out the Mission. • Act “in good faith” in interest of organization over personal interests, or • Board members ensure organization is operating to further its stated purpose interests of another person or organization. (as outlined in the Articles of Incorporation) • Decisions are made for organizational purposes and not to benefit: • Position of authority • Ensure that organization is both legally and ethically compliant with laws, contracts, and other agreements • Donor level • Connection • Policies & procedures to ensure monitoring and reporting compliance are in place. • Considers conflicts of interests and need for confidentiality 19 20 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 19 20

7/31/2025 What is a Conflict of Interest? Avoiding Conflict of Interest Why does it matter? Establish a Conflict of Interest Policy. Conflicts of interest occur when an individual's personal interests – family, friendships, financial, or social factors – could or do Require that board members sign a Conflict of Interest Statement compromise judgment, decisions, or actions. annually listing potential conflicts. Establish decision-making policies, for example when choosing board Conflicts of Interest are about more than money. members, employees, or vendors, that minimize opportunities for Failing to disclose conflicts of interest lead to a loss of trust between conflicts of interest. board members, the board and the organization, and an organization Educate the board about the organization’s policies and procedures and its stakeholders. In many cases, substantial conflicts of interest regarding conflict of interest. can result in legal action. Encourage board members to “err on the side of caution” if they feel The perception of a conflict of interest is just as damaging as an they might have a conflict of interest. actual conflict of interest. 21 22 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 21 22 Scenario At its upcoming meeting, the Board of Directors of NEI will consider purchasing a vacant property. The property is owned by a for profit corporation, Real Estate Holdings Corp. (REHC). The property Board Structure and has been closed and on the market for over three years. The property purchase was presented to NEI’s management by a member of its Board of Directors, who is the President of REHC. Decision-Making In considering the acquisition, NEI management has looked at two ways to use the property 1) for its own use, or 2) develop it for the purposes of leasing it for a future revenue stream. Potential lenders are being considered to finance the purchase and development of the property. Two of NEI’s board members are employed by the banks being considered, and one is the brother of the Executive Director. What conflicts of interest exist? What Duties apply to this scenario? What questions should the board ask as it considers the transaction? What actions could/should the board take to protect the organization against conflicts? 24 23 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 23 24

7/31/2025 Typical Board Activities Great Boards are Great Teams Monitoring Providing Resources • Financial and legal oversight • Setting strategy • Policy setting • Contributing expertise • Selecting, supporting, and • Representing stakeholder interests evaluating the CEO • Recruiting board members • Monitoring annual plan & • Raising funds performance • Promoting the organization & serving as a network to important • Evaluating board performance individuals and groups 25 26 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 25 26 A great team has high performance Bylaws - Board’s “Rulebook” for Decision expectations of their players Making • Purpose of the Organization • Membership • Composition & Conduct of the Board (how many, terms & limits, Officers) • How Decisions are Made & Who has Authority (quorum) • Committee Structure and Responsibilities (Standing and Ad Hoc) • Meeting Requirements (regular and special or emergency) • Indemnification 27 28 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 27 28

7/31/2025 Board Governance -Two Different Levels Dynamics of Nonprofit Governance The Board The Board Member The issues, needs, and challenges in an organization change and reflect its stage of development. A collective leadership body with the Individual accountable to uphold Consequently, the role of the Board – and the practice authority to make decisions and fiduciary responsibility, honor leads as a unit commitments, actively engage, and of governance – must adapt as well. inform the collective regarding implications of decisions 2023 Delaware Alliance for Nonprofit Advancement 29 30 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 29 30 Typical Board Structure The Board Delegates Decision Authority & Work Board Influenced by: Typical Delegations: Ex Officio • Lifecycle o Board Officers Board Committees Board Officers Executive Executive Director • Whether there is paid staff o Board Committees President Finance Deputy/Asst. Director • Size and scale of the o CEO/Executive Director Vice President Governance/Nominations CFO/COO organization Treasurer Development Division Directors Secretary Program, Marketing, Property • Regulatory environment 31 32 © DANA 2018 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 31 32

7/31/2025 Why Form Committees? Types of Committees • Standing • Perform detailed work and oversight when the Board is not in session • Committees, definede in the By Laws, that must exist for core functions • Meet between board meetings to keep important work going • Executive • Conduct investigative work • Finance • Governance or Nominating • Create draft policies • Development, Property, Program, Personnel • Bring vetted information and recommendations to board for feedback and decisions • Ad Hoc or Special • Specialize in specific areas • Provide support/oversight to board processes • Committees formed to meet an immediate short-term need • Provide support/oversight to operations in absence of staff • Search Committee • Serve as volunteers for special initiatives • Capital Campaign Committee • A vehicle for vetting new board members, engaging staff/stakeholders • Building Committee 33 33 © DANA 2023 Not to be reproduced without permission. 34 34 © DANA 2023 Not to be reproduced without permission. 33 34 Typical Board Committees Typical Board Committees • Executive Committee • Governance Committee • Consists of Board officers and sometimes committee chairs • Monitors board recruitment, succession, and orientation process, including • Acts on the board’s behalf in the event of an emergency maintaining a board matrix, conflict of interest and board expectation statements • A sounding board for the ED/CEO • Monitors board performance and oversees annual board performance assessment • Assists in setting the board meeting agenda • Coordinates annual board calendar • Establishes and monitors annual board development plan • Finance Committee • Considers issues with individual board member performance • Reviews interim financial performance data • Works with ED to monitor budget development process and test • Development Committee assumptions • Works with staff to monitor fundraising activities and test assumptions • Hires auditor and monitors financial audit process • Provides strategic input to staff regarding Development and Fundraising plan • Monitors investment performance and policies • Works with board to enhance the board’s participation in development activities. • Monitors insurance policies and coverage 35 35 © DANA 2023 Not to be reproduced without permission. 36 36 © DANA 2023 Not to be reproduced without permission. 35 36

7/31/2025 The Board Meeting is for Evaluation and Scenario Decision-making as a Team MHCF has experienced significant growth over the last several years and have run out of space. The board, ED, and staff all agree that a • The Board’s corporate work is carried out at Board meetings building expansion is needed. • Approval of records (such as board minutes) • Vetting of assumptions and ideas The staff wants to be involved in decisions about where to build, how • Decisions much to build, how much to spend, how square footage will be • Delegation of tasks • Evaluation & Direction allocated, who to hire for the project, building design and materials, and other details. • Understand what is required vs. what is desired What can the board do facilitate input, monitor progress, and access • Celebrations of success and lessons learned resources to address the needs of the project? • Future-oriented vs. past focused • Board Development What expertise should they be looking for? • Team building • Performance Review & Measures of success (Org/CEO/board) 37 37 © DANA 2023 Not to be reproduced without permission. 38 © DANA 2023 Not to be reproduced without permission. 37 38 Scenario Pet Cares Shelter’s Board meets every other month during the year. Meetings typically last about 3 hours. They start 15 minutes late, board materials are handed out at the start of the meeting, the Secretary reviews the minutes in detail before approval, and the remaining portion of the meeting consists of Board, CEO, and Staff Relationship Committee Chairs reporting on what they did at their meetings. The Board Chair and ED are frustrated that they have a difficult time getting a quorum to make decisions. What problems do you see with the way PCSVH’s meetings are structured and executed? What steps could the Board take to improve board meeting effectiveness? How could board meetings be different if these changes were implemented? How would this benefit the board and organization? 39 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 39 40

7/31/2025 Organizational Roles & Authorities  Responsible for Mission delivery Board Chair and CEO Relationship  Organizational Health/Stability  Oversight of Policy implementation  Strategic/Operational Plan evaluation  Leadership partner CEO  Community Collaborations  Sounding board  Accountable for Mission  Confidant  Board Health & Stability  Policy Setting Board  Responsible for  Conduit to inform the Board  Strategic Planning Implementing and  Decision-making following policies  Advocate to the board  CEO Selection & Evaluation Staff  Performance  Community Connections tracking & reporting  Consultant on operational Issues  Mentor/Coach to CEO 41 42 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 41 42 Focus and Decision-Making Authority Scenarios Focus Decision-Making Authority The board hired a contractor to make major repairs on its facility. The Mission/Vision Policies (Conflict of interest, personnel and hiring total contract is over $50,000. policies, investments, etc.) Board Decisions Strategic Oversight CEO It is discovered after the decision has been made that the contractor is Fiduciary Oversight Input* related to a member of the Property Committee who voted in favor of Legal Oversight awarding contract. Strategic Planning Development Planning Collaborative Decisions: Financial Planning Board and CEO What are the problems? Program Planning Policy Implementation Who needs to address it? Daily Operations Decisions Board Input* How should it be addressed? Hiring and Evaluating Staff Program Implementation CEO Decisions* What can be done to avoid the issue in the future? Partner Relations Facilities Management Note: CEO decisions and input may incorporate staff input 2023 © Delaware Alliance DANA 2023 foreproduced Not to be Nonprofit 43 Advancement without permission. 44 44 © DANA 2023 Not to be reproduced without permission. 43 44

7/31/2025 Break Mission, Vision, Values and Strategy 45 46 © DANA 2023 Not to be reproduced without permission. 45 46 Mission, Vision, and Values Clear Purpose: A Strategic Framework  Mission: the purpose of your organization (what it does) –should be clear, concise and limited Vision Mission Values Programs Impact What is CCTA’s mission? What is the world you seek to create? What is your role in creating this world?  Vision: the outcome the organization hopes to achieve through its purpose…how the world will look if the mission is What values guide your work? accomplished What is the CCTA’s vision? What do you do to fulfill this role? What is the expected result  Values: the values that guide your work and decision-making of your effort in the community? What are CCTA’s values? DANA 2022 Learning Insights 47 48 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 47 48

7/31/2025 Clear Direction: Strategic Plan Strategic Plan Components • Environmental Scan/Landscape Analysis (Interviews, Focus Groups, Survey) • Positions the organization in the larger (external) environment • How are we perceived? • Multi-year horizon (3-5 years) • Who else does what we do? • What is/are our differentiator(s)? • Identifies Strategies: High-level areas you focus on to achieve your mission • What do others wish we would do? • What risks do others see? • Articulates Strategic Outcomes: Priorities for what you want to accomplish. • Strategic Planning • Identifies Programs/Initiative: What you do to achieve Outcomes • Identify Strengths, Challenges, Opportunities, Aspirations and Desired Results (SCOAR) • Establishes Conditions: Needed resources (people, space, partners, funding!) • Clarify Mission, Vision, and Values • Identifies Collaborators: Who do/will/can you work with to reach goals. • Identify desired Outcomes of work in the next three to five years • Aligns programs and services you deliver/want to deliver to achieve outcomes • Key performance Indicators: Measurable outputs and (SMART goals) • Develop success metrics to measure the output success that lead to outcomes • Identify key enablers, including resources (fiscal, human, and property), required • Living document to which the organization should refer regularly - MONITOR meet those success metrics • Can be an externally-facing document DANA 2023 Not to be used without permission 49 DANA 2023 Not to be used without permission 50 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 49 50 How the Mission, Vision, Values, Plan, and Clear Direction: Annual Operating Plan(s) People Work Together • One-year horizon Vision, Mission, Values = North • Specific initiatives or activities to move the goals/objectives forward • Include deadlines, person(s) responsible, costs Board = Compass • Specific, concrete measures of achievement • Reviewed regularly and progress reported Strategic Plan = Flight Plan • An internal document Executive/Leader = Pilot Staff (and Volunteers) = Crew DANA 2022 Learning Insights 51 52 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 51 52

7/31/2025 A Good Plan Adapts as Conditions Change • Plan for the unexpected • Federal, State, Private Funding and Policy Climate • Economic Climate • Human Resource & Technology Requirements Fiduciary and Legal Oversight • Increased expectation for collaborative efforts • Resource Sharing • Program partnerships • Advocacy 53 54 © DANA 2023 Not to be reproduced without permission. 53 54 Financial Oversight, Planning, and Transparency Financial Oversight Every Board Member should know…  What is our Business Model? • Understand your organization’s business model What is our greatest source of revenue and how stable is it?  What is the board’s role in securing resources and how are we doing? Sources of revenue (and how they are allocated to expenses)  What financial controls are in place to ensure no one is accused of Drivers of expense (and how they are allocated to funding wrongdoing? sources)  Have all board members reviewed the most recent 990? Program profitability  Have you been audited by a 3rd party expert? (Typically for $250,000+ Cash Reserves, Cash Flow, and Sustainability budget)  Does our Financial Plan match the Strategic Plan? • Regular review of financial position focused on Strategy, Budget, and  Is there a contingency plan if expenses or revenues don’t materialize? Key Performance Indicators  What reserves are needed so we can continue to innovate and expand? • The full board owns this responsibility 55 56 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 55 56

7/31/2025 Nonprofit Phenomenon Restricted vs Unrestricted Funds • Unique to nonprofits: fund type determines how it can be spent • Unrestricted: can be spent by organization’s discretion • Temporarily Restricted: donor restricts how funds can be It is possible for a spent, released as conditions are met nonprofit to have a • Permanently Restricted: fund balance (corpus) is held, and only interest or a portion can be spent based upon million in the bank yet donor/board restriction cannot make payroll? • Tracking funds by restriction is important • Can result in spending down unrestricted • Donor may wish to receive report on spending • Audit helps to track balances 57 58 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 57 58 Standard Reports to Review Elements of Financial Oversight Financial Position Internal Controls • Statements about Current Position • Segregate duties • Policies Enforced • Balance Sheet Insurance Policies • Income, Liabilities, Fund Balance • Income/Expense and net gain • Risk assessment • Annually review policies, coverage and deductibles • Perspective of position vs prior period Investment & Reserve Policies • Statements about Future Position • Risk guidelines • Investment Strategy • Cash Balance Requirements • Annual Financial Plan • Cash flow projection Spending • Capital spending projection (Depreciation) • Authorization Guidelines • Process for Vendor Selection 59 60 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 59 60

7/31/2025 Legal Oversight, Compliance & Risk Financial Oversight, Planning, and Transparency Management Bottom Line…  Understanding compliance and legal climate  By-laws and Articles of Incorporation  Employment Laws  Tax Law  Fund/Donor/Contract Compliance Are the assets of the organization being invested effectively and  Codes of conduct/laws for specific industry in which org operates efficiently to advance the intended community outcomes in a way  Policies protect organization that is viable today and into the foreseable future?  Safety  Harassment  Whistleblower  Conflict of Interest  Insurance  Build in regular review of compliance into board schedule 61 62 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 61 62 Sustaining Fiduciary Engagement  Prepare for Incoming Board Directors Recruit members with experience Orient board members to expectations Provide Ongoing Training/Evaluation Regularly review financial policies around compliance and controls Creating, Building and Routinely educate board members on the organization, business model, programs, market/climate, and best practices Sustaining a High Performing Create a Culture of Accountability  Hold board members responsible for expectations Board  Be willing to disagree and discuss options  Once a decision is made – the decision is made (no “parking lot”)  Enforce confidentiality  Conduct annual leadership evaluation - Board and Executive Director 63 64 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 63 64

7/31/2025 Each Nonprofit Board is Unique Culture and Values • Development Cycle • Leadership • Monitoring Capabilities • Resource Needs 65 2021 Delaware Alliance for Nonprofit Advancement 66 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 65 66 Think about... How Do Values Show Up in Governance? • Lifecycle of board and organization When you hear the word “culture,” what does it mean • Board member expectations • For example, when do you hold your meetings? to you? • By laws • Composition of the board • Decision-making processes • Board policies and procedures • Whether there is paid staff • Regulatory environment • Board assessments and focus on improved performance • Future (proactive) vs Right Now (reactive) orientation 2023 Delaware Alliance for Nonprofit Advancement 68 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 67 68

7/31/2025 Board Composition Board Profile Considerations • Size  Demographic?  Location? • Diversity (all types)  Skills?  Industry? • Term Limits  Background? • Recruitment and Constituency? Selection Process  Network? 69 70 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 69 70 Board Composition & Effectiveness Board Member Recruiting Process  Governance Activities ◦ What do we want our board to make possible? ◦ What work do we need to do to make it happen? ◦ What skills do we need? Discuss Agree Connect the Seek out nonprofit ◦ What perspectives do we needed? Understand Engage the new impact and on candidate the need full Board to the networks candidate Expectations Board interest  Effective Decision-making & Goal Setting ◦ Board meetings ◦ Board member engagement ◦ Culture of Performance 71 72 © DANA 2018 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 71 72

7/31/2025 Sustain Leadership Continuity Share Expectations Before Election • Board Leadership • Officers • Committee Chairs • Shared Leadership • CEO & Board Chair • CEO & Committee Chairs • CEO & Full Board • Staff roles in relation to Board roles 73 74 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 73 74 Succession Planning Board Development • Plan for Leader transition – How to help Board members stay current and keep organization’s issues top of unexpected and expected mind: • Provide updates on market, organizational dynamics, insights into industry in • Identify process for selecting successor which nonprofit operates. • Update board members on program activities, accomplishments, metrics • Determine who is responsible • Discuss board practices and improvement areas - Find or create scenarios to practice common board activities or problem solve and then debrief on what • Identify what you need and what you happened, why, and what could be done differently, want • Review & reflect on key policy areas and local, state, regional, national trends • Refresh on financial model, fundraising plans etc. • Development opportunities before • Attend a governance workshop individually or as a group. transition “The only sustainable competitive advantage is an organization's ability to learn faster than the • Onboarding for success competition.” ― Peter M. Senge 75 76 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 75 76

7/31/2025 Providing Resources • Board must understand the resource needs of the organization. • Funds beyond cash reserves and “fee for service” Resource Development • People (paid/volunteer) Fund Development and Community Engagement • Infrastructure (buildings, IT, policies) • Partners (collaborations, vendors, alliances) 77 78 © DANA 2018 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 77 78 Fundraising & Development Fundraising & Development Transactional Relationships 79 80 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 79 80

7/31/2025 Development & Fundraising Development  Board Models Development Behavior Create awareness of the organization's mission Invite prospective contributors to events Build/maintain stakeholder relationships Relationships Transactions Connect prospective contributors to leadership What is the role of the Board member in Fundraising & Development? Recognize gifts Ask for support 81 82 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 81 82 Development & Fundraising Community Engagement 83 84 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 83 84

7/31/2025 The Board as an Advocate Staying Abreast of Legislative Issues • Advocate: a person who champions .... • The Organization • The cause • State • The clients • Regulatory Issues • The program • Tax Issues • Funding for community-based services • To… • The Government • Federal • Volunteers • Funding Priorities • Donors • Tax Policies • The community 85 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 85 86 LOBBYING Strategic Partnerships YES a nonprofit organization can lobby (and must)! “Alone we can do so little; together we can do so much.” — Helen Keller • Board members can serve as the best • Nonprofits work within an ecosystem system (social, ambassadors for government relations political, economic) • Test for “Lobbying” • Efficiency across the system • “Not a substantial part of • Sharing Resources activities” • Co-creating and executing programs • Schedule C or 501 (h) election • Avoiding Duplication • No partisan activities • Funder and Government Expectations 87 88 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 87 88

7/31/2025 Scenario You are surprised to find out that a combination of new state and local regulations severely limits property development and use in neighborhoods that impact your plans. Should this have been a surprise? What could have been done to avoid being surprised? Culture of High Performing What does the organization need to do to assess the impact? Boards Is this a Board problem? What can the board do to try to address the changes? 89 90 © DANA 2023 Not to be reproduced without permission. 89 90 Culture of High Performing Boards Is Your Board a High Performing Board?  Clarity about Legal and Ethical Board Roles and Responsibility  Yes/No/Maybe?  Intentionality about the structure of board processes and policies  Intentionality about the structure and content of meetings How do you know?  Clarity about Board vs. Chief Executive and staff roles and responsibilities and boundaries  Established plans for board recruitment and leadership succession/continuity When will you assessed your performance?  Set annual performance goals for the board, executive, committees, and organization are in place What are your Strengths?  Evaluates to Improve  Reviews Board Performance at least every two years to understand board members’ perception of What are your Opportunities for Growth? effectiveness  Full board as a collective and individual board members What steps are you taking or will you take as a board and Board  Measures the degree in which board members are aligned members to move towards Board Excellence?  Actively monitors organization’s financial health and manages risks  Evaluates Chief Executive annually using shared goals with measurable outcomes  Evaluates program effectiveness using shared measurable outcomes 91 92 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 91 92

7/31/2025 Thank you Questions and Key Take Aways Contact: Earl Sissell esissell@delawarenonprofit.org Earl Sissell, V.P. of Consulting esissell@delawarenonprofit.org 93 © DANA 2023 Not to be reproduced without permission. © DANA 2023 Not to be reproduced without permission. 93 94