1. A Primer for Board Members
Gainful Governance
A Primer for Board Members

2. Objectives At the end of the workshop you will know:
The role, tasks & functions of a board
Your role & responsibilities as a director
How to expedite meetings & business
How to facilitate rlnshps & links
Some tips on maximizing your resources 2

3. So Why Did You Join a Board?
According to Gavin Perryman of Gavin Perryman & Associates, most people join boards for 1 of 2 reasons:
They want to learn, or
They want to make a difference. 3

4. In the Beginning…
…a board is often a group of individuals who come together to pursue a collective dream. At this stage, there are no (or
maybe just one) staff.
Board members do
almost all the work. 4

5. As the organization grows…
…the demarcation line between board, volunteers and staff begins to emerge. Board members continue to be day- to-day volunteers, and often take on management functions if there is too much for staff to do. 5

6. All Grown Up?
The society is managed & administered, & services are delivered, by paid staff.
The board has a defined role & functions that normally DO NOT involve direct management or service delivery. 6

7. Authority In BC, societies are constituted under the Society Act
Constitution – defines purpose and breadth of activities
Bylaws –defines activities and provides rules society must comply with to act legitimately. 7

8. Your Role as a Director Attend & participate in board meetings
Be objective & willing to listen open-mindedly
Give the highest priority to the “total” organization
Support the group decision-making process
Be aware of changing needs in your community
Constantly evaluate your own changing role and contribution to the board
What may be self-evident to one, may be a total mystery to another. Tip – rather than arguing or “over-talking”, find out exactly where the confusion is and respond to that 8

9. Board Functions Boards have two types of functions:
TASK FUNCTIONS – the actual tasks that you are appointed/elected to perform (stewardship & governance.)
MAINTENANCE FUNCTIONS – the processes and approaches you use to carry out the “tasks”; the way you communicate, problem solve & make decisions, resolve conflict, orient new members, plan, manage projects, etc.
Task functions equal governance in this case. 9

10. Definitions
Stewardship is: the active oversight of organization governance by the board. (Building on Strength: Improving Governance and Accountability in Canada’s Voluntary Sector, Ed Broadbent, Chair: 1998)
Lead(ership) is: to act as a guide; show the way; to go first; be in advance; to take the directing or principal part. (Dictionary.com)
Governance is: the function of policy making, as distinct from the administration/operation of policy decisions. (Webster’s Dictionary)
Management is: the process of getting activities completed efficiently and effectively with and through other people. (Dictionary.com) 10

11. Boards Must Govern Represent best interests of the organization
Ensure continued relevance of organization
Legally responsible
Organizational and personal liability
Need clear direction to be effective
Members look for evidence of good governance.
Directors are expected to vote. A good chair won’t allow abstentions to be written into the minutes unless for a reason such as conflict of interest. An abstention is simply a choice not to vote, which is essentially a vote for the majority. Abstainers very often are being political, and wan to be able to distance themselves from any decision made. 11

12. 8 Key Tasks of Governance
Steer toward the mission & guide strategic planning.
Be transparent, communicate with members, stakeholders & the public; make information available.
Develop appropriate structures
Ensure the board understands its role & avoids conflict of interest 12

13. 8 Key Tasks… – cont’d Maintain fiscal responsibility
Ensure an effective management team is in place; oversee its activities
Implement assessment & control mechanisms
Plan for succession & diversity on the board. 13

14. Duties of Governance
Establish mission; communicate it and review it periodically
Identify key elements to sustaining the mission and establish a strategic planning process to get there
Approve a process for risk assessment & management
Oversee & monitor achievement of the mission through evaluation of measurable goals & desired outcomes (rather than inputs or activities
-Building on Strength: Improving Governance and
Accountability in Canada’s Voluntary Sector, Ed Broadbent, Chair: 1998 14

15. Accountability vs. Responsibility
Accountability – those who exercise power and discretionary authority are answerable for all activities assigned or entrusted to them
Responsibility –the obligation to act or make a decision when authorized to do so 15

16. Your Legal Responsibilities
Boards exist for legal reasons and act (make decisions) to keep the organization legal. Legal responsibilities of board members are to:
Act loyally – avoid conflicts of interest
Act diligently – as expected of a reasonable citizen
Ensure the organization’s activities stay within the mandate & objectives of the constitution
Ensure the activities remain legal – act within all applicable laws and reports as required 16

17. “Best Practice” Board Tasks
Strategy & Direction
Define planning mechanisms & process.
Develop a shared vision.
Agree on core values & operating principles.
Define strategic priorities & goals, with measurement criteria
Develop & maintain the policy framework for the organization
Financial Strength: approve budget & business plans
Systems & Controls: design & implement monitoring & evaluation process to protect the assets of the organization. 17

18. “Best Practice” Tasks cont’d
Asset Use & Security: protect the assets of the organization.
Regulatory Compliance: ensure regulatory & legal compliance; fulfill legal & fiduciary requirements of the bylaws
Communication: Ensure consistent message, image, “brand” & persona.
Board Capacity & Effectiveness: Ensure appropriate board capacity & operating effectiveness; oversee the election & orientation to the board. 18

19. “Best Practice” Tasks cont’d
Executive Capacity: Hire the CEO and define CEO performance & evaluation metrics
Management Team Capacity: ensure adequate succession planning to sustain the organization in the chosen direction.
- Western Management Consultants, 2008 19

20. Principles for Effective Accountability
Clear roles & responsibilities
Clear performance expectations
Balanced expectations & capacities
Credible reporting; and
Reasonable review & adjustment ‘
Guide to Corporate Governance. Saskatchewan Ministry of Health. 20

21. Boards are Accountable to:
Identify issues, set adequate policy direction
Set (high) standards
Require staff & teams to manage by results
Evaluate CEO/ED
Monitor policies
Deal with non-compliance issues
Create mechanisms for accountability & reporting
Non-compliance issues include anything that deviates from whatever rules, regulations, policies, legislation, by-laws, etc. that may apply to the organization. For example, not establishing a nominating committee in June and sending out nomination forms as required by the bylaws & policies is a non-compliance issue that the board should have been on top of. Don’t make the mistake of thinking you don’t have to comply with your own policies – organizations that have done that have found it to be an expensive decision when something goes wrong. And even if you do have D&O insurance, it wouldn’t likely cover you under those circumstances. That’s where the mechanisms for accountability & reporting come in to it… 21

22. Typical Board Responsibilities
Mission & Strategic Objectives – set overall purpose – reason to exist, who is served, what services are provided, & what values & ethical guidelines are followed
Fiscal & Legal Oversight – ensure the organization behaves in a legally & ethically responsible manner
CEO Selection & Evaluation – choose the best person & ensure they perform at at satisfactory level of competence 22

23. 7 Board Responsibilities – cont’d
Boundary Spanning – represent interests of organization to stakeholders & interests of stakeholders to organization
Resource Development – support adequate funding to achieve objectives
Management Systems – ensure admin structures & policies, information systems, HR policies, etc. in place
Self-Management – self-evaluation to assess effectiveness 23

24. Commitment is Critical
The key is
commitment to a common goal.
When everyone commits to the destination,
the focus can be on
getting there.
This is where good strategic planning comes in to play. Use a good process & involve everyone – that way, the strat plan belongs to everyone. 24

25. The Challenge…
Everyone in the group is never at the same place at the same time; we all see the world through different lenses.
What may be self-evident to one, may be a total mystery to another. Tip – rather than arguing or “over-talking”, find out exactly where the confusion is and respond to that 25

26. Stages of Board Development
Orientation – morale high, information concerns character – moderately eager with high expectations, some anxiety over fit & expectations, test the situation & central figures, dependent of authority & hierarchy; need – to create structure & processes, issues of inclusion & trust; leadership dimensions – structure, educate, control, supervise
Dissatisfaction – morale relatively low, personal management & consequence concerns character – discrepancy between expectations & reality, dissatisfied with dependence & authority, frustrated with task requirements & plans, feeling incompetent & confused, some negative reaction to colleagues & “leaders”, competition for power & attention; need – to develop skills, refine goals, learn to work together & remove emotional blocks; issues – power, control & conflict; leadership dimensions – facilitate, listen, praise
Resolution – morale & competence growing, collaboration concerns; character – resolve “discrepancies” & create new “norms, develop self-esteem, understanding & trust, more open and sharing – feedback, responsibility & control; need – to to deepen skills & understanding, to share opinions & skills, to evaluate critically & constructively; leadership dimensions – encourage, involve, praise, build confidence
Productivity – morale & competence high, exploring better ways of doing things; character – excited about group activity, collaboration & interdependence, “team” strength – high confidence & positive about successes; need – to focus on task achievement, deal immediately with issues and inquire & explore (new freedom); leadership dimensions – reinforce, follow through 26

27. The Behavioural Challenge… (Board/Group Effectiveness)
Time
Degree of Difficulty
Knowledge
Attitude, Beliefs & Values
Individual
Acceptance &
Behaviour
Group Acceptance & Behaviour 27

28. Types of Boards INEFFECTIVE MEDDLING BOARD WORKING BOARD EFFECTIVE
CONFUSED BOARD
MIXED MODEL BOARD
RUBBER STAMP BOARD
GOVERNING BOARD 28

29. Role of the Board Chair “First among equals” Chairs board meetings
Develops partnership with ED
Speaks on behalf of organization
Problem solves, resolves conflict
Resource to board committees
Ensures board sticks to its own policies 29

30. The Chair Does NOT Have Any more “power” than any other board member
A second, tie-breaking vote
A right to offer independent opinions as those of the board or agency
A right to impose his/her own agenda(s) on the board/agency
The role of the chair has been misunderstood over the years, and bastardized by many organizations to serve purpose for which it was never intended. The chair is not “king/queen for a term”, altho certain organizations have allowed the position to become exactly that – a time when the chair can satisfy his/her own desires and plans with minimal regard for the long-term needs of the org, almost a reward for sticking with the org to that point. The chamber was very much that way when I first joined, and it’s taken a lot of hard work to bring us to where we are now. 30

31. Governing vs. Managing Difficult to do both Staff are hired to manage
Board is accountable for the whole
Need clarity when directors are acting as directors & when they are acting as volunteer workers
Rubber stamping & interfering aren’t managing 31

32. Delegation When you delegate: State your objectives
Clarify the area of authority
Set deadlines for reporting & completing assignments
Set the degree of control required
Be ready to modify your control constructively
Evaluate accomplishment
Once you delegate, keep your hands off! And remember, delegation does not relieve you of accountability or of responsibility. 32

33. Board/ED Relationship
An effective Board relationship with its chief executive recognizes that the jobs of Board and executive are truly separate.
Effectiveness calls for two strong, very different sets of responsibilities with a small interface.
The interface portion deals with the necessary “common understandings” of the roles of the governance and management arms of an organization.
Fundamental – involves issues of power, accountability, trust, mutual respect and clarity of roles. It changes over time. Although the ED reports to the board, in reality she has considerable power – i) present daily for longer periods than directors are around for, ii) control flow of info, iii) orient directors to operations, iv) stakeholders relate to ED, v) inexperienced board members need support of ED, and vi) ED subject to empl. Legislation.
Perryman - The best EDs:
Show up (lead) and are fully present in their organizations. They are usually there for the long term.
Care deeply for their staff and volunteers (heal), and commit time & resources to everyone’s learning (teach)
Discern & tell the future (vision) as well as anyone can, and strive to create imaginative competencies among all their people
Make sure the tough decisions are taken for today’s business, and take calculated risks for the future.
N.B. The board focuses more on outcomes, values & principles; the ED on achieving these outcomes. 33

34. Board/ED Relationship
Board responsibilities:
Directs management
Judges management actions
Approves management actions
Advises management
Receives information from management
Acts as a public and community-relations resource to management
- Fram and Brown. Policy vs. Paper Clips
Fundamental – involves issues of power, accountability, trust, mutual respect and clarity of roles. It changes over time. Although the ED reports to the board, in reality she has considerable power – i) present daily for longer periods than directors are around for, ii) control flow of info, iii) orient directors to operations, iv) stakeholders relate to ED, v) inexperienced board members need support of ED, and vi) ED subject to empl. Legislation.
Perryman - The best EDs:
Show up (lead) and are fully present in their organizations. They are usually there for the long term.
Care deeply for their staff and volunteers (heal), and commit time & resources to everyone’s learning (teach)
Discern & tell the future (vision) as well as anyone can, and strive to create imaginative competencies among all their people
Make sure the tough decisions are taken for today’s business, and take calculated risks for the future.
N.B. The board focuses more on outcomes, values & principles; the ED on achieving these outcomes. 34

35. Board/ED Relationship
Defines
Determines
Approves
Monitors
Evaluates
Enables
CEO
Recommends
Implements
Communicates
Advises 35

36. Board/ED Relationship
Roles
Board expectations of ED? ED’s expectations of board?
Who decides what, & where is it written?
Mutual interdependence
Clear & mutually agreed performance appraisal process
Fundamental – involves issues of power, accountability, trust, mutual respect and clarity of roles. It changes over time. Although the ED reports to the board, in reality she has considerable power – i) present daily for longer periods than directors are around for, ii) control flow of info, iii) orient directors to operations, iv) stakeholders relate to ED, v) inexperienced board members need support of ED, and vi) ED subject to empl. Legislation.
Perryman - The best EDs:
Show up (lead) and are fully present in their organizations. They are usually there for the long term.
Care deeply for their staff and volunteers (heal), and commit time & resources to everyone’s learning (teach)
Discern & tell the future (vision) as well as anyone can, and strive to create imaginative competencies among all their people
Make sure the tough decisions are taken for today’s business, and take calculated risks for the future.
N.B. The board focuses more on outcomes, values & principles; the ED on achieving these outcomes. 36

37. Board Functioning Respect Meeting Management Discussion Voting
Confidentiality
Teamwork & Solidarity 37

38. RRONR - So Who is This Robert?
Parliamentary procedure facilitates orderly transaction of business so the results are satisfactory to all concerned -- or at least to a majority.
Principles:
Order – handle one thing at a time
Equality – before the law or rule
Justice – courtesy to all, partiality to none
Right of the Minority – to be heard
Right of the Majority – to rule
Widely accepted as “the” parliamentary authority
Provides framework for managing meetings, conducting business and resolving issues. Some of you remember that we resorted to Robert this year to help resolve a particularly sticky issue. 38

39. The Board as a Team Boards need to agree and be clear on :
Common values & beliefs
Processes for problem-solving, decision-making and conflict management
Internal & external communication systems
Goals, motivating tasks and defined roles for members
Principles that describe what members can expect of each other 39

40. Relationships
Voluntary organizations are open systems that depend on the environment for the resources they need to survive and thrive. Developing & nurturing relationships is the key to survival.
It’s a fundamental role of the board to reflect, listen to, and talk with key stakeholders of the organization. This helps keep the organization relevant. 40

41. Branding
“Successful organisations create strong brands that stand for something important to consumers—brands that speak to consumers in a way that is uniquely and explicitly relevant to their stage of life, self-image, culture, or specific motivation. Building an organisation around a brand requires a clear definition of the brand and consistent delivery of the ‘brand promise.’ Responsibility for the brand cannot be delegated to marketing alone. Ensuring an integrated brand experience–one that encompasses the entire customer experience–requires aligning the entire organization around the brand. Only then can an organisation truly leverage the power of the brand to drive sustained growth.” 41

42. Managing Conflict
Conflicts must be surfaced, faced and resolved - policies in place for big issues
Effective teams practise the discipline to get the basics right – develop your team
Seek out and support effective leadership
Trust your ED.
If all else fails, resort to RRONR! 42

43. Linking with the Membership
Members “own” any voluntary organization. They have the right & responsibility to elect directors, appoint the auditor, request general meetings, vote at the AGM, & approve changes to the constitution & bylaws. 43

44. Resources http://www.rulesonline.com/
Carver, John. Boards That Make a Difference, 3rd Ed. Jossey-Bass:2006 44

45. Evaluation
Please take a few minutes to complete the event evaluation form.
Thank you for your participation 45