This document summarizes a webinar on taking boards of directors of community health centers to the next level. It discusses the requirements for board authority and composition from HRSA and describes three styles of nonprofit boards: fiduciary, strategic, and generative. Fiduciary boards focus on compliance, strategic boards use strategic plans to guide priorities, and generative boards think visionarily to improve the organization. The document provides tips for moving boards from fiduciary to strategic and generative styles through assessment, strategic questioning, and resource recommendations.

1. www.compliantfqhc.com
Taking Your Board of Directors to the Next Level
COMPLIATRIC WEBINAR SERIES
Presented by: Jennifer Genua-McDaniel
jgenua@genuaconsulting.com

2. Jennifer Genua-McDaniel
jgenua@genuaconsulting.com

4.  Review the HRSA requirements for Board
Authority and Board Composition
 Understanding board styles:
◦ Fiduciary, Strategic and Generative
 Tips and resources on moving your board to
generative thinking

5.  Responsibilities of the Board (Chapter 19: Board
Authority)
‒ Hold monthly meetings with quorum
‒ Selection, approval of and termination (if applicable) of the CEO/ED
‒ Approval of the health center’s annual budget and applications (SAC,
CIS)
‒ Approval of health center sites, locations, hours of operations
‒ Performance evaluation of the health center
‒ Establishing, adopting and evaluating health center policies
‒ Ensuring health center complies with federal, state and local laws
‒ Long-range strategic planning at least once every three years
(including financial management and capital expenditure needs)
https://bphc.hrsa.gov/programrequirements/compliancemanual/chapter-19.html#titletop

6.  Responsibilities of the Board (Chapter 20: Board
Composition)
‒ Board size between 9-25 members
‒ 51% of board members are patients served by the health center
‒ Patients of the board (as a group) represent individuals who are served
by health center in terms of demographic factors (race, ethnicity and
gender)
‒ Non-patient members are representative of the community served by
the health center or the health center’s service area
‒ No more than one-half of the non-patient board members derive more
than 10% of their annual income from the health care industry
https://bphc.hrsa.gov/programrequirements/compliancemanual/chapter-20.html#titletop

7.  Foundation of the existence of Community
Health Centers
 Part of the Health Center Program
◦ It’s the law (Section 330 funding)
 Notice of Funding Award (NOFA) is the legal contract
between the board and the funding agency
 Health Center requirements are the floor,
NOT the ceiling

8.  Important to understand the basics of what is
required to move to the next level
 Moving to the next level requires:
◦ Understanding governance (mentorship of new
board members & orientation)
◦ Participation
◦ Educational development
 Board member and board goals
◦ Being malleable and open to new things (curbing
founder’s syndrome)

9.  Three types of non-profit boards
 Fiduciary Boards
◦ Minimum
 Strategic Boards
◦ Middle
 Generative Boards
◦ High functioning

10.  Strictly oversight and policy
 “Have we checked all the boxes that HRSA wants us to
follow?”
 Usually based on the HRSA Compliance Manual and
Operational Site Visit (OSV) Protocol
 Did we approve Form 5A & B?
 Using resources effectively and efficiently
 “Can the budget support what we are doing?”
 “The clinical data says our diabetic patients have good
control”
 Minimal discussion documented in board meeting
minutes

11.  Focused on strategic priorities and drivers for the
organization
 Use the strategic plan as a guide
◦ “Are we following what we said we would do?”
 Structure of the board is flexible
◦ Committees are formed around strategic priorities
◦ Consent agenda is used so the board can spend more time on
strategic work
 Board and staff discuss strategic data from multiple
sources
◦ Data is at a higher level and comes from a variety of stakeholders
 Ex. Diabetes control is compared to local, state, national and other
health centers with a similar organizational size

12.  Board that is visionary
◦ What is the bigger purpose?
◦ Board thinks through and picks apart different organizational components
to challenge and improve the health center
 Meetings are spent seeking more information, questioning
assumptions and challenging conclusions
◦ Advocates for solutions based on analysis
 “Why” doesn’t matter; it’s the meaning behind it
◦ Ex. what is the meaning behind the increase of diabetes in our
community?
◦ Big picture discussion and questions vs. current operations and strategic
priorities
◦ What will be the difference with our health center between now and in 5
years?
◦ What do we want our health center’s legacy to look like?
◦ If we were to merge with another health center, who would we choose and
why?

13.  Most important work that takes place is when boards
identify and discern what the important challenges,
problems, opportunities and questions are
 Example Questions:
◦ What if we lost our federal funding?
◦ What are the 2 biggest external factors that impact our
organization?
◦ How would we respond if things changed in these
environments? Ex. Covid-19 almost all not prepared
 How can we proactively prepare to be adaptive?
 How do we work with others to address this complex
challenge?
 What do we need to know about this before we take action?

14. Strategic Questions
 Do we approve the strategic
plan developed?
 What programs need
funding?
 What is our desired future?
 What is the list of strategies
needed to achieve our
goals?
 What are the outcomes?
Generative Questions
 How do we create and
guide the development of
the plan?
 What do our patients need?
 How do we consider the
current reality and move
towards our desired future?
 How do we capture any
unanticipated outcomes?
 How do we expand the
essence of this great idea?

16.  Complete a board assessment
◦ Complete a board matrix to determine the needs of
the board
◦ HRSA’s requirement for boards are the minimum
framework
 Start small
◦ If the board is working at a fiduciary level, ensure
that is being completed based on local, state,
federal and applicable non-profit laws
 (Roberts Rule of Orders, HRSA, etc.)

17.  Move into Strategic Governing
◦ Use of a Consent Agenda
 Consent Agenda
◦ Items that do not need any discussion or routine
procedures or are already unanimous consent
◦ Allows the board to approve items together
 Approval of Minutes
 Routine matters such as committee reports
 Reports provided for information only
◦ Items can be pulled from the consent agenda for
discussion from the board
HRSA approvals should NOT be in the consent
agenda

19.  Add Generative questions to the end of the board
meeting for discussion
◦ What was the most important problem we tackled in the
last year?
◦ What was the most important lesson we learned in the
process?
◦ What should be atop of the board’s agenda next year?
◦ What are we overlooking that would put our health
center at risk?
◦ What is the most valuable step we could take to be a
better board?

20.  https://boardleadership.ca/wp-
content/uploads/2014/02/DUNA-Making-Sense-of-Generative-
Governance.pdf
 http://www.boardsource.org
 https://bphc.hrsa.gov/emergency-response/coronavirus-
frequently-asked-questions
 NACHC Health Center Resource
Clearinghouse
◦ https://www.healthcenterinfo.org/quick-finds-governance/

21.  Jennifer Genua-McDaniel, BA (Hons), CHCEF
◦ Genua Consulting, LLC
◦ jgenua@genuaconsulting.com