Governance That Transforms Session Three: Engaging Boards Paul Magnus, PhD

Board Governance Model

Overview Ends / Means distinction

Ends Means WHAT Desired outcomes What good What people What resources Outputs Impacts Purposes Targets Values-focused HOW Desired strategy How to get to the good How to get the people How to raise the funds Activities Methods Processes Practices Action-focused

Board Governance Model Board / Management distinction Governance / Implementation distinction Proscription / Prescription distinction

Board Governance Model Board as one voice / board as individual voices distinction Prominent leader / Many staff voices distinction Board process by proposal / Board process by monitoring distinction

Board Governance Principles

1. The board governs on behalf of some identifiable ownership. 2. The board governs on the basis of written values and criteria. 3. The board cradles the vision and governs on the basis of ends.

Board Governance Principles 4. The board governs on the basis of process rules for themselves. 5. The board governs on the basis of board-staff linkages with empowering boundaries. 6. The board governs on the basis of clearly articulated principles and policies. 7. The board speaks with one voice or not at all.

Board Governance Principles 8. Board committees, “competing boards”, are discouraged, but if they exist they are there to help the board do its job, never to advise the staff on its job. 9. The board should only monitor against pre-set policy or criteria. 10. The board job description is its perpetual agenda from which it develops meeting agenda.

Board Job Description

A. Strategic Ends 1. To determine and constantly refocus the broad vision, mission and values of the organization (put in writing, review and hold the organization accountable to them.) 2. To approve the major priorities, goals and desired results for each phase of the strategic planning process (every 3 to 5 years) and then expect and ensure that the prominent leader and key staff develop a more complete strategic plan.

B. Board, Prominent Leader Relationship 1. To establish and implement the necessary policies to carefully select, orient with agreed-upon and clear expectations, and regularly evaluate a prominent leader best- suited to lead and manage the institution as the board’s only formal staff connection. 2. To encourage, nurture, care for and ensure the consistent development of the prominent leader in a way that models what is expected of the prominent leader where other staff are concerned (good policies, fair compensation, show of support, clear communication, and encouragement of growth plans).

C. Operational Empowering Boundaries 1. To establish and continuously review policies that clarify the limitations on the means the prominent leader and staff use. 2. To ensure that the prominent leader interprets these limitations to develop and periodically review policies that pertain to financial, human, programmatic, structural, informational, and consistency concerns. 3. To assume responsibility for ownership, use and disposal of all major property of the institution as legally required. 4. To ensure the financial and functional solvency, integrity and legality of the organization by setting wise policies, modeling personal support and assisting as volunteers.

D. Board Process of Governance 1. To hold itself accountable to continuously improve its governance, volunteer and implementational involvements. 2. To maintain and continuously update a Board Standing Policies Manual that addresses all aspects of governance, including philosophy, style, responsibilities, membership, processes and disciplines of governance. 3. To engage in external listening, communication, relating and dialogue to ensure that the institution remains sensitive to the mandate and perspectives of its external constituents and owners, and to enact board policies toward this end.

Conclusion

Best practice of board governance is ends-focused, governing by policy, not means-focused, governing operations. Furthermore, the governing board governs as a whole, not as individuals.

Application

1. How does your chosen integrated model of governance influence your hiring?

Application 2. Considering the need for clarity, what steps do you need to take to identify clear expectations as a foundation for selecting: - Board members? - Key leadership? - Other staff?

Application 3. Discuss how you would adapt this candidate evaluation chart with your expectations: ExpectationCriteria to identifyRating toward decision - Character - Competence - Confidence - Chemistry - {{{{{{{{{{{{{{ 1 · 2 · 3 · 4 · 5 · 6 · 7

Application 4. How could the use of an instrument such as the preceding chart assist you in evaluating potential board and staff members and nurturing them once selected?

Application 4. Consider how hiring, evaluating, nurturing, replacing, and releasing all depend on comparing a person with expectations. How does have having these expectations in writing impact these processes and especially the termination process?