Why Boards?
1
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
5
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
8
Richard T. Ingram, BoardSource 2009
9
• 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.
12
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
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
17
Governance ProcessGlobal Governance PolicyGoverning StyleBoard Job DescriptionAgenda PlanningChief Governance Officer (Chair/President)
RoleBoard Secretary’s roleBoard Members’ Code of ConductBoard Committee PrinciplesCost of Governance
18
“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.
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