Why Boards?

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Board’s exist to “govern” the organization.

Governance is the process and structure that an organization uses to direct and manage itsgeneral operations and program activities

Good Governance is achieving the right results and achieving them in the right way (1)

(1) Terrance S. Carter, B.A., LL.B. Carter Law

Trends in Not-For-Profit BoardsFrom To

Enjoying the public trust Having to be accountable

Large Board to ensure involvement

Downsizing to ensure effectiveness

Recruiting based on personal relationships or strong emotional commitment to the cause

Recruiting selectively, based on skills and influence as they relate to the organization’s strategy

Orienting new board members informally

Holding formal orientations

Receiving and reviewing vast amounts of information

Receiving targeted and strategic information related to key issues

2(Cont’d )

Trends in Not-For-Profit BoardsFrom To

Preparing Agendas that reflect immediate past activities

Preparing highly structured Agendas to address key organizational strategies

Making decision as as a committee of the whole

Organizing effective “board committees” to recommend policy to the board

Providing financial oversight with a small closed group

Sharing relevant financial information with the entire board

Serving for unspecified terms Having and respecting term limits

Informally and irregularly assessing the performance of the executive director

Regular reviews of the chief executive’s performance as it relates to the organization’s stated goals and objectives

3(Adapted from “Board Basics” United Way/Centraide Canada)

Life cycle of a not-for-profit BoardStages

1. Working / Administrative Board

2. Policy Making Board

3. Policy Governance Board

Adapted from “Board Basics” United Way/Centraide Canada

Board CharacteristicsWorking/Administrative Board

Role: VolunteeringStyle: InformalComposition: Less professional – more hands on

Less focus on board diversityFocus: Organizing, Building organization

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Adapted from “Board Basics” United Way/Centraide Canada

Board CharacteristicsPolicy Making Board

Role: Governance, Planning, Supervising finances, some

VolunteeringStyle: More FormalComposition: More Professional

More focus on diversityFocus: Governance, Effectiveness

6Adapted from “Board Basics” United Way/Centraide Canada

Board CharacteristicsPolicy Governance Board

Role: Governance, Fundraising

Style: Relatively Formal

Composition: More ProfessionalMore focus on Board diversity

Focus: Governance Access to contacts and donors

7Adapted from “Board Basics” United Way/Centraide Canada

10 Basis Responsibilities of Not-For-Profit Boards

1) Create / Confirm organization’s mission & vision2) Select qualified leader for organization3) Actively participate in business planning & monitoring4) Provide financial oversight5) Ensure adequate resources -Raise funds/Provide contacts6) Enhance organization’s profile & garner community support7) Monitor effectiveness of organization’s programs/services8) Ensure legal standards & ethical norms9) Support leader of organization & monitor performance10) Recruit new board members & assess board performance

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Richard T. Ingram, BoardSource 2009

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• Many boards don’t bother• Often easier to focus on operations

•Lots of Work • Needs a plan/calendar• Needs to be tracked• Needs to be evaluated

Staff & Program Volunteers

Board Governance Volunteers

Accountability

Vision / Mission

Volunteer~Staff Partners

Team 1 and Team 2

“Coaches”

Leadership Resource Group - 2010

Exec DirChai

r

Bookkeeper

Treas

ure

r Vice Chair

Secretar

y

Director

Director

Direct

or

Inspecto

r

Agen

t

Office

Mgr

Adoption

Counselo

r

Animal Care

Humane Ed

•Vision, Mission, Strategic Position, Direction?•Accountability for Results?•Communication?

Animal

Control

Who’s the coach?

Team owners can certainly call the football plays on the field,

but it’s hard to hold the coach accountable for the results.

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Rule #1The board gets to make the rules!

But … who likes to play a game where the rules get made up as you go along?

Declare/document the rules up front ~

“Policy”

ED/CEO’s Responsibility

Area

CHAIR’s Responsibility Area

Resul

ts a

nd P

riorit

ies Board Process

Board

~ E

.D.

Relat

ionsh

ip

Executive

Limitations

Instructive to E.D.

Board’s own “Means”

Categories of Board Policy

Boards That Make a DifferenceJohn Carver - 2006

Layers of Policy – Outside - In

What do we worry about?

What keeps us awake at night?

Can we define it?Can we create

policies to prevent it or make us aware.

Policies

Executive LimitationsTreatment of ConsumersTreatment of StaffFinancial Planning & BudgetingFinancial ConditionEmergency CEO SuccessionAsset ProtectionCompensation & BenefitsCommunication & Support to the Board

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Governance ProcessGlobal Governance PolicyGoverning StyleBoard Job DescriptionAgenda PlanningChief Governance Officer (Chair/President)

RoleBoard Secretary’s roleBoard Members’ Code of ConductBoard Committee PrinciplesCost of Governance

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Strategic Positioning & Planning

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“Cheshire Puss,” she began… “Would you tell me, please, which way I ought to walk from here ?

“That depends a good deal on where you want to get to said the Cat.”

“I don’t much care where …“ said Alice.

“Then it doesn’t matter which way you walk,” said the Cat.

“ … so long as I get somewhere,” Alice added as an explanation.

“Oh you’re sure to do that,” said the Cat, “if only you walk long enough.

Vision

POINTS OF CONTROLPOINTS OF CONTROL

What Questions ?ResourcesGoogleJossey-Bass (Welcome to …)Industry Canada – WebUnited Way of CanadaBoardSourceCarverCarter LawNon-Profit Strategic Positioning

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