Board Governance Overview

1
Board Governance Overview

• Coast Consulting Group
• 2003

2
Role of a Board Options Assessment

• A Board can .. and most do it ..
• 1. Govern (trusteeship) - Not Enough
• 2. Support (help) Mixed e.g.
• Fundraising (-ve), Program (ve)
• 3. Manage (do staff-type work) Too Much

3
Governing

• Assumptions
• The primary role of a Board is Governance.
• You are a Governing Board.

4
Governing - Legal Perspective

• Core Principle Trusteeship
• Fiduciary responsibility
• power obligation to act for another with under
  circumstances that require total trust, good
  faith and honesty
• E.g. BC Societies Act - Directors must
• Act honestly and in good faith and in the best
  interest of the society
• Exercise the care, diligence and skill of a
  reasonably prudent person in exercising the
  powers and performing the functions of a director.

5
Legal Responsibilities

• Duty to perform with diligence, care and skill
• Duty to act with prudence
• Duty to avoid conflict of interest
• Duty to maintain the organizations legal status
• Duty to employees
• Duty to act within the scope of authority

6
Governance Pitfalls

• Apathy, lack of REAL commitment, taking
  governance or board membership seriously
• Mission drift
• Board second-guesses staff disempowered
• Board micro-manage staff whiplash, Board
  frustration w/process, details, open-ended
  discussions
• Lose touch with financial sustainability
• Board doesnt hold self or staff truly
  accountable
• Long-term, big picture gets inadequate attention

7
Governance - Core Board Focus

• Governance is a conscious, full-time job
  Boards First Priority
• Key Board Roles
• Holders of the Mission
• Set Long term Desired Outcomes/Goals
• Define key operating program policies
• Evaluate the ED (who represents the whole staff)
• Evaluate organization effectiveness (often as
  part of ED evaluation)

8
Types of Boards
Focused on Board-level Priorities
Rubber Stamp High-performance Board
Board
Micromanaging Board
Yikes!
Focused on Staff-level Priorities
Uninvolved
Very Active
9
What about other roles?

• Usually a combination of supporting and governing
  roles
• Strategic Planning
• Human Resources
• Finances
• Fundraising
• Public Relations
• Oversight of Operations
• Legal maintenance

10
Board Effectiveness Factors

• Culture of accountability and meaning we are
  important, we take our job seriously
• Individuals who really want to make a difference
  in their role as board members make it worth
  my time
• Members who want to govern versus manage, meddle
• Clarity of Board roles expectations
• Strong, yet inclusive leadership
• Good structure - just enough to get the job down,
  elegant
• Accountability Cycle the necessary things get
  done, on time - meeting commitments
• Responsibility delegated carefully, consciously
• Healthy tension and disagreement (board gt board,
  board gt staff, staff gt board)

11
Board Effectiveness Factors

• Executive Director supported, held accountable
• Effective meetings - what, how, who, outcomes
• Behaviours and practices trust, respect,
  openness, compromise, etc.
• Clarity of Staff Board roles expectations
• Succession planning
• Strategic Planning
• Evaluation

12
Annual Accountability Cycle
13
Effective Board Meetings

• 1. Ensure that board members have minutes,
  reports and a proposed agenda in advance of each
  meeting.
• 2. Ensure that board members are aware that, as
  part of their job description, they are expected
  to read background materials in advance of board
  meetings.
• 3. Start and end meetings on time. Be consistent
  and disciplined in this regard.
• 4. Assign discussion times to each agenda item
  and stick to these times. You can do this before
  the meeting or you can assign priorities and
  times when reviewing the agenda at the start of
  every meeting.

14
Effective Board Meetings

• 5. Always question whether a suggested agenda
  item is a governance (board) or operational
  (staff) matter.
• 6. For important decision items rely on some
  established "parliamentary procedures" or "rules
  of order" or adapt them to create your own. Such
  rules address the authority of the chair in
  ensuring that all board members are treated
  equally and the practice of making "motions" to
  help focus or limit discussion to one matter at a
  time.
• 7. Have the board create some ground rules for
  member "behavior" in meetings focusing on
  listening, giving everyone an opportunity to
  speak and the need to support board decisions
  that are not unanimous. On important matters the
  chair may want to formally "go around" to give
  every member a chance to speak.

15
Effective Board Meetings

• 8. Have written committee and staff reports and
  distribute them in advance.
• 9. Avoid meeting agendas that involve the routine
  presentation and discussion of committee and
  staff reports. Address only matters from such
  reports that require a board decision. Do not use
  valuable meeting time sharing information that
  could, just as well, be communicated in written
  form.
• 10. Spend board meeting time directing staff by
  setting policy rather than by discussing and
  approving specific actions.
• 11. Do something at every meeting that reminds
  people why they are involved and connects them
  with the community.

16
Succession Planning

• Long term strategy
• profile
• identification
• cultivation
• assume 3 leads for 1 success
• Planned turnover - term limits?