Director of Board Governance

Summary

The Director of Board Governance serves as the primary staff member for the Board of Trustees of The California Institute of the Arts and the Board of its affiliate, the Vermont College of Fine Arts. The Director will serve as the primary staff liaison to both Boards and many of their designated committees, including the CalArts Committee on Trustees, CalArts Executive Committee, and VCFA Executive Committee. The Director is the assistant secretary to the CalArts Board of Trustees, and the secretary to the Vermont College of Fine Arts Board of Trustees, and will manage the relationship between the boards and their committees as part of CalArts’ overall institutional governance.

Reporting to the Secretary of the Board of Trustees of CalArts, the incumbent will coordinate daily with CalArts’ senior leadership – especially its President, Chief of Staff, and General Counsel – as well as other key positions reporting to the President, providing thoughtful, professional support to facilitate institutional governance activities. As part of the overall Office of the President & General Counsel, the position will ensure board governance seamlessly integrates with CalArts’ overall operations.

The Director serves as the main point of contact between the Institute’s board and all of the Institute's governing activities. Primary responsibilities include strategically planning and building agendas and meetings to maintain alignment with the Institute’s strategy as articulated in its strategic framework and various action plans.

The incumbent will pull together the content for the Institute-wide annual goals and objectives to be approved by the President, and publish them into an annual roadmap each fall for the board as well as key internal stakeholders.

Throughout the year the position will coordinate, in tandem with appropriate constituencies, organizational matters such as establishing meeting dates and times, preparing and disseminating meeting materials, communications, engagement opportunities, and special projects or requests of the Board of Trustees.

The role provides quality control for all deliverables for the CalArts and VCFA Board of Trustees and ensures that any leader or constituent engaging with the Board of Trustees is fully prepared for such interaction by reviewing all materials and content that will go to the board in advance, making such materials available to board members with appropriate advance time to review before the meeting.

As an institute of higher education, the position plays an important role, partnering with the Chief of Staff and the officers of the Board (Chair, Vice Chair(s), President, Provost, Secretary, Treasurer) to manage the Institute’s shared governance such that appropriate interactions and lines of communication between a unionized faculty and the overall governance at the Board level are established and maintained.

The position is also responsible for the operations of the VCFA Board, coordinating between its Chair, Vice Chair, and President, as well as its Executive Committee. CalArts trustees and President are part of the VCFA Board, and with the Director, manage the inter-board connection and relations between VCFA as a formal affiliate of CalArts.

In the execution of their work, the Director of Board Governance must demonstrate the ability to lead and coordinate cross-functional teams and employees, including individuals who may not have a direct reporting relationship to the position. The role requires a highly collaborative and strategic leader who can operate effectively within the fast-paced environment of an executive office staff and a nonprofit governing board. This individual must be capable of managing a broad portfolio of responsibilities and respond to situational changes all the while exercising sound judgment, professionalism, and discretion. Given the nature of the work, the Director is a management/confidential position in a unionized environment and must maintain strict confidentiality and possess the ability to handle sensitive and complex information with diplomacy, maturity, and the highest level of integrity.

Given the nature of this position’s role supporting the President’s dual responsibilities as a trustee member of the board and the chief executive chosen by the board to lead the Institute’s operations, it is important that the incumbent be able to perform their duties without getting between a trustee and the President. This duty remains paramount regardless of to whom the Director reports which is a staff member designated to serve as the secretary of the board.

The incumbent will ensure that the President remains prepared for all interactions with trustees, be it formal ones at board or committee meetings, or more informal settings outside of those times. They must: maintain a high level of professionalism and excellence to ensure a positive user experience and represent the Institute and the Office of the President; possess the cultural competencies and flexibility to interact with a diverse group of stakeholders; be able to work independently on projects from conception to completion, serve as a consummate collaborator, establish and maintain deadlines, create and execute appropriate planning and after-action meetings, and handle various activities simultaneously. The incumbent will successfully navigate an extremely fast-paced, politically sensitive environment while managing multiple priorities.

Core Job Functions (not All Inclusive)

• Governing Board Management (CalArts and VCFA Affiliate)
• Partner with Institute leadership on the agenda development of Board and all its committees to align Board decision-making around institutional strategic priorities and Board duties; maintain agendas; track meeting follow-up items; monitor necessary Board approvals; and support and guide other Institute staff who support Board and committee meetings. Maintain an annual plan for topics requiring review by Board and Board Committees.
• Work with senior leadership to identify issues that require Board review, reporting, or action, assuring that there is a smooth process for Board consideration of relevant issues and that Board involvement is timely and well-supported.
• Responsible for the preparation and quality of materials that are reviewed by the Boards and their designated committees; work with key members of senior leadership to prepare Board materials that are relevant and accurate, support Board consideration of strategic and governance issues, and have a consistent and useful format and appropriate level of detail. Consider the perspective of Board members in reviewing materials and anticipate questions that may be raised by Board members.
• Review the minutes of all Board and Committee meetings and provide useful feedback and suggested changes.
• Organize and oversee Board orientations, plan and execute Board education.
• Maintain a strong working knowledge of governance best practices, issues affecting nonprofit organizations, higher education, and the arts, to inform priorities for Board education and training.
• Work with the General Counsel on review and revisions to corporate bylaws and other governance policies and documents. Maintains strong, detailed knowledge of these documents and assures that governance processes remain in sync with the governing documents.
• Serve as primary staff person for the CalArts Committee on Trustees (Governance), CalArts Executive Committee, VCFA Executive Committee.
• Serve as the assistant secretary to the CalArts Board of Trustees, and the secretary to the Vermont College of Fine Arts Board of Trustees.
• Ensure strategic alignment across the CalArts Board of Trustees, VCFA Board of Trustees, and Institute Shared Governance.
• Supervision of Assistant/Associate Director of Board Relations
• Oversee the drafting and distribution of clear, concise and executive-level communications to Boards and committee members regarding meeting materials, updates, and follow-up items.
• Oversee the drafting of resolutions, executive summaries, annotated agendas and other materials for all Board and Committee meetings, in consultation with Institute and Board leadership.
• Oversee the administration of the Board portal for the CalArts and VCFA Board of Trustees, including developing and maintaining current and appropriately organized content and documents; managing Board members’ access to portal; and overseeing the organization of portal and its use.
• Oversee the storage of and access to all records of the full board and committee meetings for all governance activities including minutes, resolutions and other governance documents are maintained, and assuring they are accessible as needed for legal, regulatory, Institute transparency, and other purposes.
• Oversee and assist in the scheduling of all board and committee meetings and other meetings or calls with current, Emeritus, and prospective Board members
• Oversee the drafting and distribution of monthly newsletters for the Boards summarizing Institute events and engagements, newsworthy moments, upcoming board engagements, and any needed materials.
• Governance Communication
• Serve as primary point of contact for Board members on myriad issues; provides timely, appropriate responses to Board members’ questions and concerns, including referral to other organization leaders with appropriate context and follow-up.
• Educate, advise, and coach board leadership on Board and committee meetings, preparation of minutes and Board materials, and other matters relating to Board activities and corporate governance.
• Maintain close working relationships with Institute leadership(e. g., Fundraising, Communications, Academic Affairs, Admissions, Finance, etc.) to coordinate on Board communication and action items.

Qualifications

Required Skills and Abilities

• Extremely strong organizational skills that reflect the ability to independently perform and prioritize tasks seamlessly with excellent attention to detail.
• Expert technological skills to enable the evaluation of existing, and implementation of new, digital technologies for board management communication, data visualization, presentation, project management, and the tracking of projects/goals/objectives can happen in a pro-active manner. A genuine curiosity and propensity for using and exploring such technological tools.
• Demonstrated experience with data manipulation and the construction of engaging narratives around key performance indicators for audiences with varying degrees of expertise about those data
• Highly-developed communication skills (written/verbal) and interpersonal savvy and professional presentation;
• Planning and foresight to be able to create schedules and workflows; possessing a results/action-orientation; and well-developed project management skills.
• Strong judgment and efficient decision-making capability.
• Organizational and political agility; highly collaborative with effective influencing and negotiation skills.
• Proven ability to handle confidential information with extreme and complete discretion, be adaptable to various competing demands, and demonstrate the highest level of customer/client service and response.
• Demonstrated ability to achieve performance goals and meet deadlines in a fast-paced environment.
• Able to successfully navigate within varying degrees of ambiguity.
• Ability to manage one full-time employee (non-union)
• Forward looking thinker who actively seeks improvement and proposes solutions.
• Highly attentive to detail but also able to see the big picture and think strategically.
• Positive attitude and the ability to use tact, magnanimity, diplomacy, and discretion as demanded by varying situations.
• Unquestionable personal code of ethics, integrity and trust.

Experience

• Bachelor's degree required; Relevant graduate degree strongly preferred (e.g. JD, MBA, etc.)
• Minimum of five (5) years of demonstrated experience in the management of boards and trustees, principal-level donors, senior executives, high net-worth individuals, elected officials, and other kinds of volunteer stakeholders
• Experience generating first drafts of contracts, MOUs, board resolutions, and legal agreements required
• Expert knowledge of Microsoft Office [Outlook, Word, Excel, and PowerPoint]
• Expert knowledge of the Google Apps Suite, including Gmail, Hangouts, Calendar, Drive, Docs.
• Knowledge of Board Portal software packages and the differences among them.
• Demonstrated experience with maintaining the bylaws of a nonprofit organization and enabling the rules regarding the meetings of governing bodies (Robert’s Rules, etc.).
• Proficient knowledge of Adobe tools to manage the preparation of previously designed materials (Acrobat, Photoshop, Illustrator, InDesign, etc.). Sheets, Slides, Forms.
• Experience with the use of the aforementioned apps on mobile devices; experience with using interactive devices during meetings (polling, voting, etc.).
• Project coordination or project management experience required.
• Design and presentation of meeting materials experience required.
• Production of meetings and events from planning to execution required.
• Experience in a matrix-organization where central support for functions such as marketing/communications, facilities management, IT, etc., require close coordination is strongly preferred.

Purpose Statement

The statements above are intended to describe the general nature and level of the work being performed by an employee. This is not an exhaustive list of duties, responsibilities, and qualifications required of an employee assigned to this job. The actual essential duties, responsibilities, and qualifications vary by department, reporting structure, and other business needs. No inference should be drawn that a specific job duty, responsibility, or qualification is non-essential by its absence from this description. Likewise, the addition or subtraction of a specific duty, responsibility, or qualification does not by default constitute a temporary or permanent change in duties and responsibilities. This document does not constitute a contract for employment, and CalArts reserves the right to amend and change responsibilities of employees to meet business and organizational needs from time to time as necessary.