Board governance training slideshow

Board Governance

Training by Michelle Wolf

Board Governance and Leadership

1.  Board Du+es, Liability – The dry stuff 2.  Typical Board models 3.  Board “Do’s and Don’ts” 4.  Quali+es of great Board directors 5.  Running Great Mee+ngs 6.  Strategic Planning

Being a Board Director

•  Informa+on is coming from non-‐profit sector governance and common law in Canada (not corporate)

•  Important to note that most legal obliga+ons are the same regardless of the type or size of your organiza+on, and whether or not your are officially incorporated

•  Risks and obliga+ons shouldn’t hold you back, but nor should they be taken lightly

Fiduciary Duty

•  You have various du+es and responsibili+es as a non-‐profit Board member

•  One of the most fundamental is the responsibility to act on behalf of the organiza+on as a whole, even at the expense of your own self-‐interest

•  This is known as your ‘fiduciary duty’ •  (Also called ‘Duty of Loyalty’)

Three Basic Director Duties

•  Duty of Loyalty / Fiduciary Duty o A Board acts as one en+ty. Loyal directors support the decisions of the Board, even if they might not personally agree with the decisions and might not have voted in support of a decision at a mee+ng

•  Duty of Diligence •  Duty of Obedience

•  Liability – failure to fulfill these du+es

Liability •  Avoid liability through risk management •  Based on knowing your organiza+on and it’s policies, by-‐laws, and rules and regula+ons well

•  Risk management involves an+cipa+ng risk/harm/problems, taking prac+cal measures to minimize risk, and if harm does occur, assuming risk and taking measures to lessen the impacts

•  Examples of common areas of risk: training staff and volunteers; facili+es and equipment; events and markets; documenta+on of mee+ngs and processes; repor+ng requirements

Directors Information Package •  Ask prospec+ve Board members to think about their reasons for wan+ng to become a Board member. Do they have the +me, interest, commitment and skills required to do the job well? Clarify what these are and give people +me to reflect.

•  Ask them to learn about your organiza+on. Consider how is it perceived in your community? Share mission, ac+vi+es, rules and regula+ons.

•  Provide wrifen job descrip+ons for each Board posi+on

Directors Information Package

•  Provide educa+on to prospec+ve Board members on their legal du+es (discussion papers, Board manuals, etc)

•  Share informa+on about the other Board members. Ask people to assess ‘fit’

•  Ensure the Board has director’s insurance •  Consider adop+ng a Conflict of Interest Policy as well

Types of Boards I.  No Staff & Working Board II.  Coordinator & Working Board III.  Manager or ED & Policy Board

•  Tend to grow from first to third with age and size •  Way to build financial and organiza+onal sustainability is to get to 3rd model as quickly as possible

•  There is no such thing legally as a “working Board”. Boards are policy and governance en++es. Your job is to ‘direct and protect’ (not handle procedures).

Policies and Procedures •  A policy is based on WHY your organiza+on exists – your values and mission, and it describes WHAT we want. For example:

•  Local produc+on -‐ 100%, 80%, certain radius, etc •  Low-‐cost childcare alterna+ve for families in our county

•  The procedure describes HOW we’ll manifest our ‘what’ – how it is actualized and brought to life

•  % of sales, sales data, produc+on charts, field crop acreages, farm visits, signage requirements, etc

•  Coupon program, obtain subsidy grants, etc.

•  Boards develop policy, Boards and/or Staff develop procedures, Staff implements procedures

ED/Manager or Coordinator ? •  Difference is in who makes decisions and sets work-‐plans

•  Coordinators work under a manager (or the Board, if they are the only staff) on projects, budgets and work-‐plans that have been set by the Board –  Limited decision-‐making and autonomy

•  ED / Managers work under the Board on projects, work-‐plans and approved budgets that they determine and implement – Given autonomy to handle opera+onal and day-‐to-‐day management side of the market

Board Member – Do’s & Don’ts •  Do concern yourself with whether your organiza+on is achieving its mission and goals, maintaining high standards, complying with policy, and remaining fresh, crea+ve, and innova+ve

•  Don’t micromanage or get caught up in opera+onal details*, don’t direct staff on market day or outside of mee+ngs, don’t mistake your job as one of ‘managing the details of running the organiza+on’

Board Member – Do’s & Don’ts

•  Do focus on policy. Where staff will be responsible for implementa+on, ensure they are involved.

•  Don’t focus on opera+onalizing or implemen+ng policy where it has been leo up to staff. If it can be done your way or theirs, give staff the benefit of the doubt and let them do it their way. It’s their job.

Board Member – Do’s & Don’ts •  Do raise hard issues, ask penetra+ng ques+ons, and press for the ra+onale behind plans or decisions at mee+ngs. State your opinion but support the majority’s decision once it’s been made.

•  Don’t avoid conflict in the boardroom by sharing your disagreements only with like-‐minded Board members. At the same +me, don’t rehash issues or keep pressing in areas where your views will not prevail.


•  Do remember that staff neither reports nor answers to individual Board members. They are accountable only to the Board as a whole. (Assign a single point-‐person on the Board.)

•  Don’t forget that when you, as a Board member, are volunteering to do opera+onal or organiza+on-‐related work, you do so under the direc+on of staff, not the Board


•  Do formally evaluate staff performance once every year or two. Thank and acknowledge them. ‘Compensa+on’ is broader than wages and benefits.

•  Don’t cri+cize staff except in appropriate boardroom sessions or through an evalua+on process. Use outside mediators early to assist when Board and staff are running into conflict-‐resolu+on challenges.

Board Member – Do’s & Don’ts •  Do afend Board mee+ngs. If you think the mee+ngs don’t make valuable use of your +me, let the chair know. Par+cipate ac+vely on at least one Board commifee, or in an important area where your market could use your help.

•  Don’t remain on the Board unless you are going to be an ac+ve, contribu+ng member. Don’t agree to do things you’re not prepared to follow through on.

Board Member – Do’s & Don’ts •  Do make sure you contribute more to the market in terms of +me, work and money than you take from it. The market is an organiza+on beyond it’s ‘use’ to you. Do go to all fundraising events and community ac+vi+es put on by your market.

•  Don’t make unnecessary demands on staff and don’t ask for special favours. Don’t assume other people will see the value in your organiza+on and it’s fundraisers and events if you don’t. Be an example of how a great Board member contributes.


•  Do focus on your organiza+on’s needs as a whole. Remember that even if you are on the Board to represent a certain stakeholder or perspec+ve, your foremost duty is not to ‘represent’ anything but the organiza+on’s best interests as a whole.

•  Don’t always advocate for only one issue, one cons+tuency, one area of decision-‐making, or one part of the organiza+on or it’s programs.


•  Do rely on ad hoc and standing commifees, and a general volunteer base for opera+onal ac+vi+es, to get much of the work done that supports your organiza+on. The Board’s actual focus is quite small and specific.

•  Don’t have commifee or volunteer mee+ngs unless there’s something important for the commifee to do. Without a clear purpose for each mee+ng, they are simply a drain.

Board Member – Do’s & Don’ts •  Do act as an ambassador and champion for your organiza+on. Promote it to the people and communi+es you interact with. Listen to what people say about your organiza+on and discuss it at Board mee+ngs.

•  Don’t speak for the Board or the organiza+on except when explicitly authorized to do so, and don’t gossip or speak badly of your organiza+on, Board, or staff. Respect the confiden+ality of Board mee+ngs.


•  Do adhere to Board member’s terms, and use the nomina+ng process as an opportunity to assess Board members’ performance.

•  Don’t automa+cally re-‐nominate Board members. Disengaged members may be staying on out of guilt when they would really love the chance to leave gracefully. Domineering members do not make a fruiqul, thriving Board.

Qualities of Awesome, Effective Board Members •  Let’s generate a list together •  What quali+es, personality traits, behaviours, and artudes make for people who are effec+ve on Boards of Directors?

Common Problems & Misconceptions •  Board members are board members even outside of the boardroom

•  I am represen+ng [insert group] on the Board •  Our market manager or execu+ve director reports to me

•  Confusion between policy and procedures •  I’m sick of our monthly bored mee+ngs

Have Board Meetings That Matter •  Know why you are holding the mee+ng, what your goals are, and what actual decisions need to be made

•  Batch and bundle •  Get outside facilitators when you can •  Use agendas (not all the same; they should speak to the issues and ques+ons above)

•  Avoid the ‘carrot and potato’ show •  Pick ripe, juicy topics & frame a ques+on

Have Board Meetings That Matter •  Make dollars and sense •  Drop your defenses •  Clarify the goal for each item – policy versus opera+ons

•  Create a culture of ques+oning •  Make afendance count •  Follow-‐up – each person should leave with next steps

•  Thank people

Why do Strategic Planning?

•  Builds cohesion between Board members and staff

•  Serves as a compass, always keeping your north star in sight

•  Allows for befer decision-‐making (both policy-‐wise and procedurally)

•  Builds understanding and trust in your rela+onships with your community

Conclusion and Summary •  Your work mafers… and you mafer •  Board governance is about loving policy and processes, and keeping your organiza+on legally and financially afloat

•  Day-‐to-‐day opera+ons aren’t Board issues •  People respecqully using their natural strengths come together to form great teams

•  Your organiza+on serves you as a volunteer member (hopefully), and you serve every single member as a Board member

•  Great Boards have great mee+ngs •  Invest in planning and crea+ng the documents you need to be successful

One Juicy Question

•  Create one really wonderful ques+on that your board or another board could use at their next board mee+ng to: –  Probe an issue that’s been bothering the group –  Inspire crea+ve problem-‐solving around an issue –  Build group cohesion –  Etc.

•  Great ques+ons can be tricky to generate!

Board governance training slideshow

Business

Transcript of Board governance training slideshow