Board Governance Overview

1. Coast Consulting Group 2003 Board Governance Overview

2. 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 Role of a Board – Options & Assessment

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

4. 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. Governing - Legal Perspective

5. Duty to perform with diligence, care and skill Duty to act with prudence Duty to avoid conflict of interest Duty to maintain the organization’s legal status Duty to employees Duty to act within the scope of authority Legal Responsibilities

6. 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 doesn’t hold self or staff truly accountable Long-term, big picture gets inadequate attention Governance Pitfalls

7. Governance is a conscious, full-time job – Board’s 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) Governance - Core Board Focus

8. Types of Boards Focused on Board-level Priorities Rubber Stamp High-performance BoardBoard Micromanaging Board Yikes! Focused on Staff-level Priorities Uninvolved Very Active

9. Usually a combination of supporting and governing roles: Strategic Planning Human Resources Finances Fundraising Public Relations Oversight of Operations Legal maintenance What about other roles?

10. 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 –> board, board –> staff, staff –> board) Board Effectiveness Factors

11. 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 Board Effectiveness Factors

12. Strategic Plan & Goals DRIVES Annual General Meeting – elect Board Members, etc. Annual Operating Plan – Program & Operations CONDUCTS APPROVES BOARD OF DIRECTORS Executive Director Evaluation APPROVES Annual Budget CONDUCTS COMMITTEES REVIEW/APPROVE Staff Workplans Project Budgets Fundraising Plan Program and Operations Evaluation REVIEWS/ CONDUCTS REVIEWS Quarterly Financial Statements & staff reports Annual Accountability Cycle

13. 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. Effective Board Meetings

14. 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. Effective Board Meetings

15. 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 sharinginformation 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. Effective Board Meetings

16. Long term strategy profile identification cultivation assume 3 leads for 1 success Planned turnover - term limits? Succession Planning