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What were we supposed to be talking about?. I hate coming to these meetings on Sundays; I’d rather be at Nordstrom!. When is the coffee break? I’m hungry!. We don’t need to talk about this, we need money!. I hope my children don’t burn down the house!.

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slide1

What were we supposed to be talking about?

I hate coming to these meetings on Sundays; I’d rather be at Nordstrom!

When is the coffee break?

I’m hungry!

We don’t need to talk about this, we need money!

I hope my children don’t

burn down the house!

I hope we’ll actually decide on something today!

I’d rather be home watching football!

A Typical Board Meeting …

HIGH-IMPACT BOARD GOVERNANCE

Necva Ozgur

April 2006

agenda
AGENDA
  • High-Impact Board Governance
  • The Board’s Annual Agenda
  • Team Building:

The Keys to a Successful Board-Principal Partnership

4. The Art of Effective Board Meetings

slide3
“The board is responsible

for creating the future,

not minding the shop”

John Carver

slide4
“No other singular variable is more important for the health and vitality of a school than the way it is governed.’’

Gary Gruber

a non profit is governed by the board
A NON-PROFIT IS GOVERNED BY THE BOARD
  • The board has the ownership. This ownership comes with accountability.
  • The power of a board is vested in all board members, not individual board members.
  • The board is collectively accountable for the well-being of the school.
  • The board delegates power to the school head to manage and lead the school.
  • The board is still accountable for the well-being of the school.
  • To ensure the viability of the school, the board monitors progress.
what is governing board
WHAT IS GOVERNING BOARD?

The governing board is a group of people working together within a well-defined structure who employ a formal process to carry out a mission of the organization. They have ownership of the organization.

WELL-DEFINED

STRUCTURE

FORMAL PROCESSES

Group of People Working Together + Well Defined Structure + Formal Processes

slide11

HIGH-IMPACT

GOVERNANCE DESIGN

DEVELOP THEIR OWN GOVERNANCE DESIGN

DEVELOP THEIR OWN

RESOURCES

PROMOTE A STRONG

GOVERNANCE CULTURE

VALUETEAMWORK

HIGH-IMPACT

GOVERNANCE

HIGH-IMPACT

ORGANIZATION

DEVELOP A PARTNERSHIP

WITH THE SCHOOL-HEAD

CONTINUOUS LEARNING

AND IMPROVEMENT

TAKE ACCOUNTABILITY

FOR THEIR PERFORMANCE

1 high impact boards develop their own governance design
1. HIGH-IMPACT BOARDS DEVELOP THEIR OWN GOVERNANCE DESIGN
  • High-impact boards consider their first job to be managing their own affairs.
  • They design their own governance system to govern. They continuously review and improve it.
2 high impact boards develop their own resources
2. HIGH-IMPACT BOARDS DEVELOP THEIR OWN RESOURCES
  • Develop people: Board members are considered to be precious assets
  • Develop structures: Create structures that give the board

the ability to function best to build capacity

3. Develop processes: Create guidelines and policies to give parameters for people to achieve their maximum capacity

board development is
BOARD DEVELOPMENT IS:

DEVELOPING

PEOPLE

DEVELOPING

STRUCTURES

DEVELOPING

PROCESSES

3 high impact boards promote a strong governance culture
3. HIGH-IMPACT BOARDS PROMOTE A STRONG GOVERNANCE CULTURE

High-impact boards develop a strong governance culture:

a. Mission-driven culture

b. Strategic thinking culture

4 high impact boards value teamwork
4. HIGH-IMPACT BOARDS VALUE TEAMWORK
  • High-impact boards value each board member, they also understand that each member is coming from a different background and that they most probably didn’t work together before.
  • The power vested in the board as a whole and empowering this group of people from different sources needs team-work.

2. The board focuses on team-working activities to strengthen its trustees.

5 high impact boards develop strong partnerships with school heads
5. HIGH-IMPACT BOARDS DEVELOPSTRONG PARTNERSHIPS WITH SCHOOL-HEADS
  • High-impact boards build relationships of mutual trust, respect and cooperation with the school head.
  • They continuously nurture this partnership with care.
6 high impact boards practice continuous learning and improvement
6. HIGH-IMPACT BOARDS PRACTICECONTINUOUS LEARNING AND IMPROVEMENT

They continuously monitor their own effectiveness and maximize their capacity by:

a. Providing board development opportunities to their trustees

b. Researching the best board practices, and adopting and continuously improving these practices

7 high impact boards take accountability for their performance
7. HIGH-IMPACT BOARDS TAKE ACCOUNTABILITY FOR THEIR PERFORMANCE

High-impact boards take accountability for their performance through:

a. Planning

b. Monitoring

slide20
THE BOARD’S ANNUAL AGENDA

A TOOL FOR

PLANNING, MONITORING & ACCOUNTABILITY

PLANNING

MONITORING

ACCOUNTABILITY

accountability
ACCOUNTABILITY

An accountable Board will ensure that the school achieves its stated mission by monitoring

  • To “ensure” is to “make certain of” or to “guarantee”
  • To “ensure” an action means that action is taken by anyone. It doesn’t mean you have to do it. You just need to “make certain” that the action was indeed taken by someone.
accountability22
ACCOUNTABILITY
  • Since there isn’t a higher authority keeping boards accountable, boards need to create a system to keep themselves accountable
  • The board’s credibility rests on trust and integrity, so checks and balances are crucial
  • If you don’t know how you are doing and what the measures are, how can you improve? How can you know if you need to improve?
  • While every element of the school is being evaluated, it also makes sense that boards are evaluated too; boards need to develop an accountability system and use it annually
  • These are a few tools that can be used for board evaluation:
    • Board evaluation form
    • Individual board member evaluation
    • Meeting evaluation
    • Annual goals and objectives
    • 360 degree feedback
slide24
The Board ensure accountability

with planning and monitoring

slide25
Most of the time we either:

Plan Without Monitoring

or

Monitor Without Planning

the fine line between monitoring and micro management
THE FINE LINE BETWEEN MONITORING AND MICRO-MANAGEMENT

The number one top concern among non-profit CEOs is:

The M word

MICRO-MANAGEMENT

how do you monitor without micro managing
HOW DO YOU MONITOR WITHOUT MICRO-MANAGING?

1. Understand that micromanaging feels natural; we want to do things, to fix things

2. Form a team between the board-chair and the school head: team approach versus adversarial relationship

3. Board, school-head relationship policies

4. Trust building and relationship building

why do board members micro manage
WHY DO BOARD MEMBERS MICRO-MANAGE?
  • Board members are generally chosen because they are movers and shakers--they know how to get things done

2. They care, they are concerned and they don’t know what else to do

3. Board members have no clear sense of their role

4. The board has no policy clarifying board or administration roles

monitoring the board s annual agenda
MONITORING THE BOARD’S ANNUAL AGENDA

1. Monitoring the Board’s Calendar

2. Monitoring the Board Meetings

3. Monitoring Individual Board Members

Annual Agenda for Board Members Who Have Responsibilities

4. Monitoring the Board’s Committees

Annual Agenda for Committees

5. Monitoring the School’s Effectiveness

Annual School Agenda

6. Monitoring the School Head’s Effectiveness

Annual School Head Agenda

monitoring the board s calendar
Annual Calendar Items:

Audit

Budget

Board Retreat

Board Orientation

Board Training

Board Giving

Annual Review:

Bylaws

Personnel Manual

Policy Manual

Insurance

Compensation Package

Regulatory Reporting

Accreditation Requirements

MONITORING THE BOARD’S CALENDAR
2 monitoring board meetings
2. MONITORING BOARD MEETINGS
  • Monitoring by following-up on past board decisions

Building monitoring into decisions as you make them

2. Monitoring by following-up on plans

Creating “Plan Monitoring Forms”

3. Monitoring by following-up on key indicators

Creating a dashboard by brainstorming with the board

4. Monitoring by Following-up on Calendared Items

Ensuring the board’s annual calendar items are placed on the agenda

3 monitoring individual board members committment
3. MONITORING INDIVIDUAL BOARD MEMBERS’ COMMITTMENT
  • Decide what to require of board members

(Letter of Commitment)

  • Decide what to do with those who do not comply
  • Use a board member matrix to monitor the performance of each individual board member who takes on any responsibility

(Monitor what they said they will do)

4 monitoring board committees
4. MONITORING BOARD COMMITTEES
  • Create a board accountability committee to ensure the board’s accountability.
  • As a board, decide on what committees you need to govern effectively and create committees accordingly.
  • The board doesn’t need committees that mirror the administrative structure.
  • Ask each committee to prepare an annual agenda, annual calendar and work plan.
  • The board monitors and evaluates each committee according to the committee’s annual agenda, annual calendar and work plan.
5 monitoring the school s effectiveness
5. MONITORING THE SCHOOL’S EFFECTIVENESS
  • Have a board retreat with the administration, to discuss: How do we measure success? How will we monitor our effectiveness and measure the impact?
  • Establish key indicators of success and create a checklist
  • The board and the school-head will prepare an annual agenda with an annual calendar and work plan.
  • The board monitors the school’s effectiveness according to the school’s annual agenda, annual calendar and work plan.
6 monitoring annual school head agenda
6. MONITORING ANNUAL SCHOOL HEAD AGENDA
  • At the beginning of the school year, the school-head and the board chair will agree on the “School-head’s Annual Agenda” according to the priorities of the school.
  • At the end of the school year the school head will be evaluated according to his/her achieving goals in the School-head’s Annual Agenda.
annual board agenda board effectiveness
ANNUAL BOARD AGENDA &BOARD EFFECTIVENESS

The following six items together will be the board’s

“Annual Agenda Portfolio”

  • Board Calendar
  • Annual Agendas and Minutes
  • Annual Agenda for Board Member Who Have Any Responsibilities
  • Annual Committee Agendas
  • Annual School Agenda
  • Annual School Head Agenda
who monitors the board s annual agenda
WHO MONITORS THE BOARD’S ANNUAL AGENDA?

Three options:

1. Secretary of the board is the chief monitor and she/he monitors

2. The board chair monitors

3. Committee of the board monitors:

Board Accountability Committee

partnership between the board and the school head
PARTNERSHIP BETWEEN THE BOARD AND THE SCHOOL HEAD
  • The relationship between the board and the school head is the most critical factor in determining the success of the school
  • The main element in that relationship is the mutual understanding of the roles and responsibilities of the school head and the board
  • Trustees can contribute to a healthy board-head relationship by providing intellectual and emotional support for the school head
slide41

PARTNERSHIP BETWEEN THE

BOARD AND THE SCHOOL HEAD

  • A successful relationship is based on the

following principles:

    • Mutual respect
    • Building trust
    • No surprises
    • Praise publicly, criticize privately
    • Open and honest communication
    • Professional and cordial relationship
slide42
PARTNERSHIP BETWEEN

THE BOARD AND THE SCHOOL HEAD

  • The annual evaluation process is one of the essential steps in creating the climate of trust
  • An annual goal-setting session between the board chair and school head is another important step to reach mutually agreed upon measures of success
  • The evaluation of leadership is not a one-way street. Boards should also annually assess their own performance, inviting the school head to contribute constructive criticism as part of that process
slide43
THE ART OF

EFFECTIVE BOARD MEETINGS

  • One of the main responsibilities of the board chair is to conduct successful board meetings
  • An ideal board meeting is one in which every trustee leaves feeling that his/her presence made a difference
slide44
THE ART OF

EFFECTIVE BOARD MEETINGS

  • At the beginning of the year, develop an annual agenda derived from the board’s strategic priorities
  • Based on the number and scope of these issues, determine how many board meetings are likely to be needed during the year and how the topics should be distributed throughout the calendar
slide45
THE ART OF

EFFECTIVE BOARD MEETINGS

  • Establish a clear purpose for each board meeting
  • Everyone knows what the desired outcomes are for each portion of the meeting, so they can come prepared to discuss, decide, approve, or receive information for each item on the agenda
  • The agenda can be designed so that the desired outcome is indicated for each item
slide46
THE ART OF

EFFECTIVE BOARD MEETINGS

  • Prepare agendas with priorities
  • Place important items first on the agenda
  • Routine items can be part of a consent agenda, or can be placed last on the agenda
slide47
THE ART OF

EFFECTIVE BOARD MEETINGS

  • Maintain focus during the meeting; running an effective meeting is the board chair’s responsibility
  • While the chair runs the meeting, the entire board shares the responsibility for keeping the discussion on track
  • Digressions and comments unrelated to the items on hand are an unwise use of time and diminish the effectiveness of the board
slide48
THE ART OF

EFFECTIVE BOARD MEETINGS

  • Strive for consensus for a better chance at successful implementation
  • Taking the time to give board members an opportunity for thoughtful consideration of an issue is time well spent in gathering support for a final decision
slide49
THE ART OF

EFFECTIVE BOARD MEETINGS

  • Seek completion of each item; make sure everyone is clear on the implications of a decision
  • The board and the school head should leave the meeting with a clear understanding of what will happen next
    • What are the next steps?
    • Who is responsible for taking what actions?
    • What is the date for a progress report to the board?
    • Who needs to be informed of the decision?
slide50
THE ART OF

EFFECTIVE BOARD MEETINGS

Evaluate the board meeting. It can be helpful to spend as little as five minutes at the conclusion of the meeting asking board members for comments on how the meeting went in terms of:

  • Participation by all members
  • Following the agenda
  • Keeping within planned time limits
  • Starting on time and finishing on time
  • Achieving the objectives of the meeting
slide51
THE ART OF

EFFECTIVE BOARD MEETINGS

Create a short form for use at the end of each board meeting to evaluate the meeting:

  • Whether issues covered were trivial or essential
  • Whether materials provided were useless or indispensable
  • Whether discussions were operational or strategic
slide52
How are agendas prepared?

Typically, the school head and the board chair prepare the agenda after providing an opportunity for board members to request that certain items be included

  • When should board members receive an agenda?

Board members should receive the agenda a few days prior to the meeting so they have time to prepare, read supporting materials, etc

  • What should the agenda include?
    • Date, time, and place of the meeting
    • Agenda items and desired action for each item

(for information, discussion and decision)

    • Persons responsible for each item
    • Time allotted for each item
slide53
What is a consent agenda?
    • A consent agenda includes routine and information items that require no additional presentation and discussion at the meeting (routine reports)
    • A consent agenda can streamline meetings by combining action on standard items to one motion
    • Any board member may request that an item be clarified and/or removed from the consent agenda for additional discussion before voting. Benefits of the consent agenda:
      • Expediting business at the meeting
      • Facilitating the handling of routine items
      • Saving time in recording the minutes by combining several actions into one motion to approve the consent agenda
slide54
Request to place items on agenda

Create an agenda for a future meeting with all

members submitting in writing those items they wish included:

    • Identify agenda items by policy, information, administration, action, decision, etc.
    • Estimate projected time for each item
    • Prioritize agenda items in descending order of importance
slide55

GUIDELINES FOR REACHING A CONSENSUS

  • We accept that different views and values are healthy and will help us come to a satisfactory decision
  • We will utilize each person’s experience that has some bearing on our problem
  • We will all present our positions as clearly as possible and answer any questions we are asked
  • We will not argue over others’ position, instead we will ask questions that will encourage understanding of different positions
  • We will take whatever time is needed to reach a consensus
  • We will explore each person’s position thoroughly
slide56

The fundamental obligation of board leadership is to ensure that the school achieves its chosen destiny; which is creating the future!GOOD LUCK IN CREATING THE FUTURE! You can find this presentation andother resources at www.meritcenter.orgPlease contact us at nozgur@meritcenter.orgfor more information, other services or consultation.

slide57
ACKNOWLEDGEMENT
  • I am thankful to all the great people who studied, researched, trained others in the field of Governance. Anything I know about governance is because of their willingness to share their knowledge with others.
  • My presentations are inspired and based mainly from the following great people:

John Carver

Richard Chait

Mary Hundly DeKuyper

Hildy Gottlieb

Douglas Eadie

Sandra Hughes

Any credit belongs to them!