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Putting Board Standing Committees To Work As Governing Engines Produced By The Society for Nonprofit Organizations June 18, 2008

Part 1: Design Doug Eadie & Company

A Brief Look At Governing Work Doug Eadie & Company

To play the leading role – in partnership with the CEO and executive managers – in answering 3 critical questions: èWhere should your organization be headed/what should it become over the long run? èWhat is your organization now and in the near- term? èHow well is your organization performing: programmatically, financially, administratively? What Is Governing? Doug Eadie & Company

Your Board’s Detailed Governing Work Consists Of Judgments and decisions about concrete governing outcomes/“products”/ documents that flow along 3 streams: Strategic and operational planning/budget development Performance Oversight External/Stakeholder Relations Doug Eadie & Company

Overview of Committees Doug Eadie & Company

Well-Designed Standing Committees One Of The Preeminent Keys To A High-Impact Governing Board Divide complex governing work into “chewable chunks” Build board members’ governing knowledge and expertise Turn board members into satisfied owners of their governing work Doug Eadie & Company

Benefits Of Well Designed Standing Committees (continued) Ensure thorough preparation for board meetings Serve as vehicles for ongoing fine-tuning of the board’s governing work Provide a forum for in-depth, less formal board- staff interaction Doug Eadie & Company

Two Primary Roles Of Standing Committees: Preparing for board meetings: action recommendations and informational reports Working with the CEO and executive team members in thinking through how board members should be involved in key processes, such as strategic and operational planning, budget development, and performance monitoring Doug Eadie & Company

Committee Design Doug Eadie & Company

Well-Designed Standing Committees Correspond to the major streams of decisions and judgments that make up your board’s governing work (form follows function) Are NOT tied to narrow programmatic or administrative silos, such as:  Education and certification  Conferences and meetings  Counseling  Buildings and grounds  Personnel Doug Eadie & Company

Dysfunctional Silo Structure Board Staff Programs/Administrative Functions Doug Eadie & Company

Board Governing Streams Planning Stream Performance Monitoring Stream External/Stakeholder Relations Stream Programs/Administrative Functions Doug Eadie & Company Well-Designed Structure

External/Member Relations Board Performance Oversight/Monitoring Planning and Development Governance (Board Operations) Model Committee Structure Doug Eadie & Company

Committee Functions: Governance/Board Operations Doug Eadie & Company

Governance/Board Operations Committee  Headed by the board chair and consisting of the chairs of the other standing committees, the CEO, and perhaps one or more board officers (e.g., vice chair, secretary/treasurer)  Does not function as a “petite board” that screens the work of the other standing committees Doug Eadie & Company

Governance/Board Operations Committee Responsible for:  Ensuring that the board functions effectively as a governing body  Coordinating the other standing committees  Preparing the board agenda  Setting board performance standards and monitoring board performance  Evaluating CEO performance  Recommending bylaws revisions Doug Eadie & Company

Committee Functions: Planning Doug Eadie & Company

Planning Committee Reaches agreement with the CEO on the nature and timing of board involvement in the strategic and operational planning/budgeting processes Coordinates board involvement in planning Works with the CEO in fine-tuning board involvement in planning based on an assessment of the effectiveness of such involvement Doug Eadie & Company

Planning Committee Reviews and recommends to the board key planning “products” such as an updated vision statement, strategic goals, and the annual budget Determines the agenda of - and hosts - special board planning work sessions, such as an annual strategic planning retreat or a budget work session Oversees follow-up to such board planning sessions Doug Eadie & Company

Committee Functions: Performance Monitoring Doug Eadie & Company

Performance Monitoring Committee Reaches agreement with the CEO on the content and format of programmatic, financial and administrative performance reports that will be reviewed by the committee Establishes guidelines for reviewing performance reports Briefs the full board on organizational performance, highlighting significant shortfalls and problems deserving board attention Doug Eadie & Company

Performance Monitoring Committee Reviews and recommends board action on operational policies recommended by the CEO Often serves as the audit committee, in this capacity reviewing the audit report and reaching agreement with the CEO on corrective actions that need to be taken in response to the report Doug Eadie & Company

Committee Functions: External Relations Doug Eadie & Company

External Relations Committee Ensures that the organization has a clear, detailed, regularly updated image statement describing how the organization needs to be seen in order to carry out its mission effectively Oversees the formulation of external relations strategies and programs to promote the image Oversees the formulation of strategies for building and maintaining productive working relationships with key stakeholders Doug Eadie & Company

External Relations Committee Ensures that board members are appropriately involved in the external relations arena, for example through speaking in important forums and representing the organization in key stakeholder meetings Recommends positions on legislative issues to the board Doug Eadie & Company

Part 2: Implementation Doug Eadie & Company

Common Start-Up Challenges Inadequate understanding of committee functions on the part of both board and staff members Weak ownership of the new committees Lingering attachment to the prior structure Feelings of awkwardness and discomfort Doug Eadie & Company

Common Start-Up Challenges (continued) Centrifugal force (strong committee chairs getting ahead of staff and going their own way) The inexorable press of events: “The train is running!” Doug Eadie & Company

4 Keys To Firmly Establishing Committees Adopt formal committee guidelines by resolution Utilize an ad hoc implementation program Choose the right initial committee chairs Put a strong executive support structure/process in place Doug Eadie & Company

Key 1: Formal Committee Guidelines

Guidelines To Ensure Committee Success All board members serve on 1 and only 1 committee (except committee chairs, who serve on the governance/board operations committee) All agenda items going to the board – for information and action – go through the standing committees Doug Eadie & Company

Guidelines To Ensure Committee Success (continued) All reports at board meetings are made by committee chairs and members The board agenda is organized by committees Committee chairs and members are regularly rotated to ensure wide board member ownership and diverse experience Doug Eadie & Company

Guidelines To Ensure Committee Success (continued) Board member involvement in non-board technical advisory committees (e.g., education, certification, annual meeting) is avoided, even as liaisons with the board’s standing committees Subcommittees of the board standing committees are discouraged during first year or so Doug Eadie & Company

Key 2: Ad Hoc Implementation Program

High-Impact Governing Program An ad hoc mechanism for overseeing the process of establishing the new board standing committees Ensures adequate attention to implementation details Led by a Steering Committee consisting of board members and the CEO Phases out when the committees are fully functional Doug Eadie & Company

Program Steering Committee Responsible For: Adopting an implementation plan and schedule, dealing with such matters as:  Bylaws revisions required to put committees in place  Selection of initial chairs and members of committees  Orientation of committees  Phasing out of prior committees (and/or disengagement of board members from non-board committees)  Communication with board members, staff, and constituents Doug Eadie & Company

Program Steering Committee Responsible For (continued): Monitoring implementation Resolving implementation issues as they occur Revising the implementation plan as necessary Doug Eadie & Company

Key 3: Right Committee Chairs

Desirable Attributes Of Initial Committee Chairs Command the respect of board colleagues Committed to high-impact governing Able and willing to commit the time to committee leadership Understand – and agree with – the committee role and functions Doug Eadie & Company

Desirable Attributes Of Initial Committee Chairs (continued) Receptive to strong support from – and close collaboration with – the CEO and Chief Staff Liaisons Effective at leading, facilitating, communicating Collaborative/a team player Representative (not “birds of a feather”) Doug Eadie & Company

Key 4: Executive Support Structure/Process

Key Elements of Executive Support Process The CEO plays an active leadership role The CEO designates a senior executive to serve as Chief Staff Liaison to each standing committee The executive/senior management team dedicates a regular (usually monthly) meeting to committee/board matters: Doug Eadie & Company

CEO Leadership Role Devotes significant time to hands-on, visible leadership of the committee implementation process Meets regularly with the Chief Staff Liaisons Chairs the executive/senior management team meetings dedicated to committee preparation Attends all committee meetings – at least for the first year of committee operations Doug Eadie & Company

Chief Staff Liaison Role Accountable to the CEO, committee chair, and executive/senior management team for ensuring committee effectiveness Responsible for:  Developing future committee agendas  Ensuring that high-quality materials are prepared in a timely fashion for committee meetings Doug Eadie & Company

Chief Staff Liaison Role (continued)  Reviewing committee agendas and materials with the CEO, committee chair, and executive/senior management team  Making sure that committee chairs are well- prepared to lead committee meetings and to report at board meetings  Ensuring follow-up to committee meetings, including drafting the committee report to the board Doug Eadie & Company

Dedicated Executive/Senior Management Team Meeting Chaired by the CEO Prepared for – and led - by Chief Staff Liaisons Deals with:  Review of upcoming committee agendas and materials being sent to the committees  Allocation of staff time to preparation for committee and full board meetings Doug Eadie & Company

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