Governance and Executive Evaluation Donna Macomber, Board Member Karen Tronsgard-Scott, Executive Director Vermont Network Against Domestic and Sexual Violence

Policy Governance Role of the board – big, strategic thinking, not day to day, operational or supervisory involvement. Board constantly asking “are we doing the right things, for the right beneficiaries, and at a justifiable cost?” Policy governance moves board away from either rubber stamping or micromanaging the Director’s actions. Board delegates its authority through a single staff person – the Director (CEO). Board designs the framework within which the Director is required to operate, and establishes the overarching goals of the organization. The Director designs programs/activities/services and marshalls the resources needed to make progress on the large goal.

The Ownership “A special class of stakeholders on whose behalf the board is accountable to others” (John Carver) The Ownership of the VNADSV - after much debate and consideration – was determined to be the 15 member programs Legal vs. Moral Ownership Legal ownership – by law, nonprofits serve the public good, exchanging certain exemptions for the stewardship of scarce resources to serve a particular social need Moral Ownership – Boards will hear from a variety of stakeholders with divergent views on matters facing them. It is the Board’s job to sift through the viewpoints and take actions that is consistent with its fundamental values and to its core constituency. Membership organizations – a special case

Board Accountability Governance Process Board-Director Linkage Policies Board Accountability Governance Process Board-Director Linkage Dir. Accountability Ends Policies Executive Limitations Ends vs Means policies – goals vs. process

Director Accountability - Ends Policies The Vermont Network Against Domestic and Sexual Violence exists so that conditions are favorable for Member Program success. Member program success means survivors are supported and empowered in getting their needs met and communities are working toward eliminating domestic and sexual violence.

Director Accountability – Executive Limitations Policies Ten Policies Written in a “Shall not do” format The Board Creates an Annual Reporting Schedule The Directors Engages Staff to Complete Reports

Director Accountability – Executive Limitations Policies Global Executive Constraint Keeping in mind that the Network Against Domestic and Sexual Violence is an agent of positive social change, the Director shall not cause or allow any practice, activity, decision or organizational circumstance that is either unsafe, imprudent or in violation of the ethics commonly practiced by the domestic and sexual violence movement.

Director Accountability – Executive Limitations Policies Treatment of Service Users Treatment of Staff Ends Focus of Grants Seeking and Accepting Grants Communication and Support to the Board

Director Accountability – Executive Limitations Policies Emergency Succession Financial Condition and Activities Asset Protection Compensation and Benefits Financial Planning and Budget

Director Accountability – Executive Limitations Policies Compensation and Benefits With respect to employment, compensation and benefits to employees, consultants, contract workers and volunteers, the Director shall not cause jeopardy to fiscal integrity and feminist practice. Accordingly she may not:   Assign her own salary and benefits to be significantly out of line with other Network staff. Promise or imply permanent or guaranteed employment. Establish current compensation and benefits that undervalue women’s work for the skills employed. Create compensation obligations over a longer term than revenues can safely be projected. Establish or change benefits so ask to cause unpredictable or inequitable situations, including those that: Provide less than some basic level of benefits to all full-time employees, though differential benefits to encourage longevity are not prohibited. Allow any employee to lose benefits already accrued from any Network retirement plan. The director should inform the board about programs and activities, but not request permission or approval. Staff (Director) provides expertise to the board, solicits feedback from beneficiaries, designs and implement programs to advance the global ends, provides monitoring reports to the board.

Board Accountability – Governance Process Policies GLOBAL GOVERNANCE COMMITMENT The purpose of the Board, on behalf of Member Programs and their constituents, is to ensure that the Vermont Network Against Domestic and Sexual Violence (1) avoids actions inconsistent with our mission, and (2) achieves appropriate result for appropriate persons at an appropriate cost. Board Culture – Consensus Decision Making; seek out dissenting viewpoints; contextualizing within a larger anti-oppression movement; supportive of feminist leadership; scrupulous attention to ethical communication and use of board forum for discussion and resolution of policy issues.

Board Accountability – Governance Process Policies Governing Style Board Job Description Agenda Planning Chair Person’s Role Board Code of Conduct Board Committee Principles Cost of Governance Board has an annual schedule for reviewing their performance for each policy and an annual review of its policies.

Board Accountability – Governance Process Policies Cost of Governance Because poor governance costs more than learning to govern well, the Board will invest in its governance capacity. Accordingly,  1. Board skills, methods, and supports will be sufficient to assure governing with excellence.  a. Training and retraining will be used liberally to orient new members as well as to maintain and increase existing member skills and understandings. b. When a change in Board member designation from a Program is imminent, the current representative from the Program may bring the new designee to up to 3 Board meetings prior to the transition. The sole purpose is to ease the transition for the new designee. c. Outside monitoring assistance will be arranged so that the Board can exercise confident control over organizational performance. This includes but is not limited to fiscal audit. d. Outreach mechanisms will be used as needed to ensure the Board’s ability to listen to the viewpoints and values of Member Programs and their constituents in Vermont. 2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability.  a. Up to $4,000 per fiscal year for training, including attendance at conferences and workshops. b. Up to $10,000 per fiscal year for audit and other third-party monitoring of organizational performance. c. Up to $2,000 per fiscal year for surveys, focus groups, opinion analyses, and meeting costs. The Board worked hard to discern its roles and responsibilities since often the very same people who represent the ownership serve as members of the board. The board policies help create a framework that prevents board members from mico-managing, maintains a unified board voice and focuses on Ends.

Board Accountability – Board/Staff Relationship Policies Global Board-Staff Linkage The Board’s sole official connection to the Network’s statewide operations, its achievements, and conduct will be through a Network Director.

Board Accountability – Board/Staff Relationship Policies Unity of Control Accountability of the Director Delegation to the Director Monitoring Executive Performance

Board Accountability – Board/Staff Relationship Policies Monitoring Executive Performance   Monitoring executive performance is synonymous with monitoring organizational performance. Any evaluation of Director’s performance, formal or informal, must be derived only by examination of organizational performance against Board policies on Ends and on Executive limitations. The purpose of monitoring is simply to determine the degree to which Board policies are being fulfilled and information which does not do this will not be considered. Monitoring will be as automatic as possible, using a minimum of Board time so that meetings can be used to create the future rather than to review the past. A given policy may be monitored in one or more of three ways: Internal report: Disclosure of information to the Board from the Director. External report: Discovery of compliance information by a selected, disinterested evaluator. Such reports must assess performance only against existing policies of the Board and not to those of the external party unless the Board has previously indicated that party’s opinion to be the standard. Direct Board inspection: When the Board as a whole directs the discovery of compliance information by a Board representative, delegated committee, or the Board as a whole. In this case, policy compliance would be determined by a “prudent person” test. 3. Upon the choice of the Board, any policy can be monitored by any method at any time. For regular monitoring, each Ends policy and Executive Limitations policy will be classified by the Board according to frequency and method. 4. Annually the Board will complete a formal evaluation of organizational performance. The board uses the EL policy reports to monitor Executive Performance. This method creates a mutually trusting relationship between the board and the Director (staff); if prevents conflict of interest with the staff; supports ethical communication; allows the board to monitor on a continuously; minimizes subjective biases.

Thank You Donna Macomber, Co-Director Women’s Freedom Center, Brattleboro, Vermont wmnscc@myfairpoint.net Karen Tronsgard-Scott, Executive Director Vermont Network Against Domestic and Sexual Violence, Montpelier, Vermont karents@vtnetwork.org