1. WASBO Governance

2. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational principles  Operational structures and processes

3. Philosophy  Organizations such as WASBO exist for a specific set of purposes  WASBO Purposes are determined by its Owners (members)  The Board serves as a trustee body for the ownership  The Board’s primary task is to see to it that WASBO achieves the purposes identified by the owners  The Board is responsible to see to it that those purposes are achieved in a manner that reflects the values and priorities of the ownership

4. Guiding Principles #1. The Trust in Trusteeship #2. Board as One Voice or Not at ALL #3. Board Decisions are Policy Decisions #4. Boards set Policy from Broadest Values #5. Define and Delegate rather than React and Ratify #6. Ends Determination is the Pivotal Duty of Governance (Ends Policies) #7. Board’s Best Control Over Exec. Dir. Means is to Limit, not Prescribe (Executive Limitations Policies) #8. Board must Explicitly Design its own Products and Processes (Governance Process Policies) #9. Board must Forge a Linkage with Exec. Dir. that is both Empowering and Safe (Board/Management Relations Policies) #10. Performance of the Exec. Dir. must be Monitored Rigorously, but Only against Policy Criteria

5. Structure - Board Work  Linkages with Ownership  Policy Development  Monitoring Achievement of Purposes  Monitoring Compliance with Executive Limitations  Evaluating the Executive Director  Board Self-Evaluation  Ongoing Board Development

6. Policy Attributes  Policy is developed at the broadest level and refined only on a deliberate basis  Policy statements are value statements representative of the owners values and beliefs  Policy is “interpreted” by the Executive Director to determine operational practice (Ends and Executive Limitations policies)  Policy is “interpreted” by the Board Chairperson to determine operational practices of board (Governance Process and Board- Management Relationship policies)  Any reasonable interpretation of the policy is acceptable and may be shaped by way of policy refinement

7. Policy Types  Ends (the Board established outcomes for WASBO)  Executive Limitations (Parameters of the Executive Director)  Governance Process (Board’s operating structure)  Board/Executive Director Relationship (Defines Board and ED interactions and how they relate to one another)

8. Ends  Owner valued outcomes (the End-In-Mind)  Organizational Beliefs  Organizational Vision and Mission

9. Executive Limitations  Global Executive Constraints  Communication and Support to the Board  Treatment of Members  Treatment of Staff  Programs and Services  Financial Conditions and Activities  Budgeting  Asset Protection  Facilities  Facility Use

10. Governance Process  Global Governance Commitment  Governance Style  Board Job Description  Agenda Planning  Board Chairperson Role  Role of the Vice Chairperson Role  Board Member Code of Conduct  Board Committee Principles  Board Committee Structure  Cost of Governance

11. Board/Executive Director Relationship  Global Governance-Management Connection  Unity of Control  Accountability of the Executive Director  Delegation to the Executive Director  Monitoring Executive Director Performance

12. Meeting Agenda Components Approval of Agenda Consent Agenda Operational (Exec. Dir. constructs) Board routine work Ownership Linkage Communication with the External Environment (based on annual plan of work) Board Development Targeted Learning (based on annual plan of work) Policy Discussion Review/Amend/Add (based on annual plan of work) Assurance of Operational Performance Receipt of Monitoring Reports Exec. Dir. Interpretation Justification Board self-assessment against Policy Announcements Adjournment

13. Annual Calendar Planning  Linkages (External/Internal)  Monitoring (Ends Achievement/Policy Compliance)  Policy Development/Review  Topical Board Work (Relevant)  Board Self Evaluation  Board Development  Executive Director Evaluation

14. QUESTIONS

15. Governance Process Policies GP #1: Global Governance Policy The purpose of the Board, on behalf of the WASBO members, is to see to it that WASBO (a) achieves appropriate results for the members at an appropriate cost and (b) avoids unacceptable actions and situations. [ (a) is found in the Board’s Ends Statements and (b) is addresses through the Board established Executive Limiations]

16. GP #2a: Governing Style The Board will govern lawfully, observing the principles of the Policy Governance model, with an emphasis on (a) outward vision rather than internal preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic leadership more than administrative detail, (d) clear distinction of Board and Executive Director roles, (e) collective rather than individual decisions, (f) future rather than past or present, and (g) proactivity rather than reactivity

17. GP #3a: Governing Style: Level Three 1. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be the initiator of policy, not merely a reactor to staff initiatives. The Board will not use the expertise of individual members to substitute for the judgment of the Board, although the expertise of individual members may be used to enhance the understanding of he Board as a body.

18. GP #3a: Governing Style: Level Three 2. The Board will direct, control, and inspire the association through the careful establishment of broad written policies reflecting the Board’s values and perspectives. The Board’s major policy focus will be on the intended long term impacts outside the staff organization, not on the administrative or programmatic means of attaining those effects. 3. The Boar will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policymaking principles, respect for roles, and ensuring the continuance of governance capability. Although the Board can change its Governance Process policies at any time, it will scrupulously observe those currently in force.

19. GP #3a: Governing Style: Level Three 4. Continual board development will include orientation of new board members in the board’s governance process and periodic board discussion of process improvement. 5. The Board will allow no officer, individual, or committee of the Board to hinder or serve as an excuse for not fulfilling group obligations. 6. The Board will monitor and discuss the board’s process and performance at each meeting. Self-monitoring will include comparison of board activity and discipline to policies in the Governance Process and Board-Management Delegation categories.

20. GP #2b: Board Job Description Specific job outputs of the Board as an informed agent of the membership are those that ensure appropriate association performance.

21. GP #3b: Board Job Description: Level Three 1. Authoritative linkage between the members and the operational organization. 2. Written governing policies that realistically address the broadest levels of all organizational decisions and situations a. Ends: The organizational impacts, benefits, outcomes; recipients, beneficiaries, impacted groups; and their relative worth in cost or priority. b. Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.

22. c. Governance Process: Specification of how the board conceives, carries out, and monitors its own task d. Board-Management Delegation: How power is delegated and its proper use monitored, the Executive Directors role, authority, and accountability.

23. Policy GP #2c: Chief Governance Officers (Board Chair’s) Role The chief governance officer, a specially empowered member of the Board, ensures the integrity of the Board’s process and, secondarily, occasionally represents the Board to outside parties.

24. GP #2d: Board Secretary’s Role The board secretary is an officer of the Board whose purpose is to ensure the integrity of the Board’s documents.

25. GP #2e: Board Members Code of Conduct The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as board members.

26. GP #2f: Board Committee Principles Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as to never interfere with delegation from Board to Executive Director

27. GP #2g: Cost of Governance Because ineffective board governance costs more than learning to govern well, the Board will invest in its governance capacity.

28. Board-Management Delegation Policies BMD #1: Global Board-Management Delegation Policy The Board’s sole official connection to the operationa organization, its achievements, and conduct will be through a chief executive officer, titled Executive Director.

29. BMD #2a: Unity of Control Only officially passed motions of the board are binding on the Executive Director. BMD #2b: Accountability of the Executive Director The Executive Director is the board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the board is concerned, is considered the authority and accountability of the Executive Director

30. BMD #2c: Delegation to the Executive Director The Board will instruct the Executive Director through written policies that prescribe the organizational Ends to be achieved and proscribe organizational situations and actions to be avoided. Allowing the Executive Director to use any reasonable interpretation of these policies. BMD #2d: Monitoring Executive Director Performance Systematic and rigorous monitoring of Executive Directors job performance will be solely against the only expected ED outputs; organizational accomplishment of board policies on Ends and organizational operation within the boundaries established in board policies on Executive Limitations