1. So I’m A Board Member Tell Me More !!!
Presentation by:
Wayne Page
Municipal Affairs and Housing

2. In This Session We Will Look at:
Why your organization exists
Types of Boards
Relationships – authority, responsibility, accountability
Policy – Board vs. Operational
Patterns of Development

5. Why Does Your Organization Exist?
What is your organization’s reason for being? Why do you do what you do?
What does the community need in your area of expertise?
What is special about your organization? What do you do that is different from other organizations?
If your organization did not exist what would be missing in the community?

6. Types of Boards Advisory Governing
The Advisory Board exists under the legal entity of a parent body.
Must seek permission to act on decisions not covered in existing policies or previously endorsed by the sponsoring organization
Can make recommendations of action or policies to the sponsoring organization; policies are set by sponsoring organization
The Governing Board is a legal entity that exists through articles of incorporation.
Can carry out its own decisions
Determines own programs
Develops own policies

7. Governing Boards Policy Board Policy Governing Board
Working/ Administrative Board
Collective
Policy Board
Establish and implement the organization’s purpose;
Create the vision;
Sets the rate of progress the organization will undertake in achieving its mission;
Provides continuity for the governance and management of the organization’s affairs.
Policy Governing Board (Carver Model)
Creates vision;
Sets policies ends (desired results) to be achieved;
Deter means (procedures and practices) to the ends;
Sets limits to Senior Staff member’s financial decisions;
Senior Staff member attends to all operations
Working Board
A working or administrative board (no senior staff member) has some responsibility for the operations of the organization.
Collective
A collective is a group of like-minded people working towards a specific goal.

8. What is Governance?
It is the exercise of authority, direction and control of the organization to ensure its purpose is achieved.

9. Governance Clarifies:
Who is in charge of what?
Who sets the direction and parameters within which the direction is to be pursued?
Who makes decisions about what?
Who sets performance indicators, monitors progress and evaluates results?
Who is accountable to whom for what?

10. Principles of Governance
The Board articulates and communicates the mission/vision
The Board defines the parameters within which the organization operates.
The Board focuses on the whole organization, rather than on particular issues of interest to the Board or to individual Board members.
The Board must work as a whole. No individual member, including the chair, or group of individuals such as committees, has the authority to direct the organization or its staff.

11. Principles of Governance
The Board is a body that speaks with one voice or not at all.
The Board hires, supervises and releases only one employee: the CEO.
The Board avoids making management and operational decisions
The Board is responsible for its own management. This includes Board recruitment, orientation, agenda development, evaluation and meeting management.

13. Hour Glass Model
Authority – The formal legitimate right given to people to take certain actions themselves or to require others to take certain actions.
Responsibility – The obligation people have to carry out assigned tasks in an effective efficient and conscientious manner.
Accountability – Making people answerable for the results of the tasks assigned to them.

14. Focus, Authority and Accountability of Governance
Staff Senior Manager Board
Focus
Authority Implementation Management Governance
Accountability To Senior To Board To Membership/
Manager Community
Present
Future

15. Board Expectations of a Senior Staff Member
Is responsible to the board
Serve as senior executive of the organization
Be a professional advisor to the Board
Recommend appropriate policies for consideration
Effectively implement all policies adopted by the Board

16. Provide accurate, appropriate and timely information about policy issues
Recruit, supervise and develop a competent staff
Assist the Board in developing and conducting advocacy programs
Develop a budget and keep the Board informed of budget problems

17. Senior Staff Member Expectations of the Board
Develop policies that govern the direction of the organization and set parameters for the operation of the Senior Staff member
Delegate responsibility for management functions
Refraining from handling administrative details
Consult with the Senior Staff member on matters what the Board is considering
Make all staff responsible to the Senior Staff member

18. Provide support to the Senior Staff member in carrying out his/her professional duty
Support the Senior Staff member in all decisions and actions consistent with policies of the Board and standards of the organization
Hold the Senior Staff member accountable for the performance of the organization
Evaluate the work of the Senior Staff member.

19. Policy Governing Board
Governance Functions
Policy Board
Framework Governance
Program Governance
Financial Governance
Personnel Governance
Advocacy Governance
Policy Governing Board
Ends/ Outcomes/ Results
CEO Limitations
Board Governance
Board Staff Relationship
Planning - establishing Direction;
Policies - establishing Parameters;
Allocating Resource;
Monitoring, Evaluating, Reporting;
Promoting co-operation and collaboration with the community;
Arranging for effective management systems.

20. Framework/ Ends/Outcomes
Values: are standards or qualities that represent core beliefs or convictions that establish priorities for decision-making and action.
 What do you want your organization to stand for?
What values/ beliefs should guide the decisions of the organization?

21. Mission Statement Describes your purpose/ reason for your existence;
Describes what you do and for whom;
Clear, easily said and understood;
Answers the question what business are you in.

22. Vision Statement A vision is not a plan;
It is a declaration of the organizations most desirable future;
It is a picture of what you want to create for people you serve;
It is concrete and specific;
It is consistent with the organizations values, philosophies and behaviours;
It is attainable and realistic;
It is challenging and bold.

23. Target statement(s)
 Identifies who is the beneficiary of the programs and services of the organization.
Who does your organization provide services to?

24. Aims or strategic direction
 Clarify the end results of the organization in major areas;
Broadly describe how the organization will accomplish its mission and work towards its vision.

25. Program Governance
Monitors the external environment and makes sure that services are relevant to users;
Ensure that a viable strategy is in place to achieve the organization’s mission and outcomes;
Determines percentage of resources will be used for programs and services;
Monitors and evaluates the results and cost-effectiveness of the programs and services.

26. Financial Governance
Board establishes the budgeting process and financial reporting system;
Reviews the budget throughout the year;
Manages the assets of the organization;
Oversees fundraising strategies.

27. Personnel Governance Defines board’s relationship to senior staff;
Delegates authority to senior staff;
Develops policies that define role, responsibilities and functions of senior staff;
Sets compensation and benefits;
Hires, evaluates and releases senior staff;
Establishes policies for use of volunteers;
Promotes good board - staff relationships;
In organizations without senior staff, the board develops personnel policies for all staff and service volunteers.

28. Advocacy Governance
Confirms the organization’s identity in the community;
Carried out by representing the organization to the community, government, foundations, corporations, and funding agencies;
Achieved through educational programs and public relation campaigns promoting the mission and the organization;
Overall the advocacy function seeks to develop community awareness of the unique mission or purpose of the organization.

29. True or False
You must believe in the importance and value of an organization before considering election to a board.
Good relations between the board and staff are the responsibility of all board members.
Board members who do not agree with a board decision should lobby outside the board to have the decision reviewed.
You are not responsible for actions taken at a meeting you did not attend.

30. Role Clarification I think the BOARD currently does: I think the BOARD
I think the BOARD currently does:
I think the BOARD
should do:
I think the BOARD shouldn’t do:
I think the EXECUTIVE currently does:
I think the EXECUTIVE should do:
I think the EXECUTIVE shouldn’t do:
I think the STAFF currently does:
I think the STAFF
I think the STAFF shouldn’t do:

31. You Want Me to Do What?
A Board must know what it expects of each member and must communicate these expectations to prospective members during the board recruitment process. The process of defining a job and writing a position description forces the Board to openly clarify its expectations as a board member, president/ chair, vice-president/ chair, secretary, treasurer etc.

32. Performance Expectations
Represent un-conflicted loyalty to the interests of the organization and its membership.
Conflict of interest: Avoid conflict of interest with respect to fiduciary responsibility: holding a position of trust that requires a board member to act honestly, in good faith and in the best interest of the organization.
Must not exercise individual authority over staff or the society, except as described in policy.

33. Performance Expectations
Deal with outside entities or individuals, with clients and staff, and with each other, in a manner reflecting fair play, ethics, and straightforward communication.
Be informed about current issues and be prepared to discuss these issues; Notify the chairperson in advance if unable to attend board meeting; Provide written reports in advance of the meeting; Read minutes before meetings.
Attend all board and committee meetings; develop a working knowledge of meeting procedures.

34. Performance Expectations
Keep confidential board business and matters of a delicate nature.
Speak positively of the organization to the public.

35. Board Member Position Description
What is the job title?
Authority: What authority does the position have?
Responsibility: Who is accountable to whom?
What are the broad areas of responsibility? 
Requirements: What is expected of board members?

36. Board Member Position Description
General Duties: What are the typical duties board members are responsible for?
Evaluation: How will board members ‘ effectiveness be assessed?
 Review Date: When will this job description be reviewed?
Approval Date: The board must approve the job descriptions for board members. State when it was last approved.

37. I’m The President/ Chair
Representing the Society in all matters pertaining to the organization;
Ensures the Board adheres to its bylaws, objectives, policies and procedures;
Keeps the meeting discussion on topic by summarizing issues;
Evaluates the effectiveness of the Board’s decision-making process;

38. What Might the Vice –President/ Chair Do?
Acts in the absence of the President;
To assist with the coordination of the Association’s Annual Evaluation and Planning Retreat;

39. Do I just Count Money?
Acts as signing officer for checks and other documents;
Present at regular meetings or whenever required an account of all transactions;
Report quarterly/semi-annually/ annually to the Board of Directors on the status of the Association’s financial position;
Disburse the funds of the Association as ordered by the Executive Committee.

40. Just Minutes?
Attend all meetings of the Executive Committee and the Board of Directors and all Association Meetings of Members;
Signs Board minutes to attest to their accuracy;
Send or cause to be sent such copies of Minutes and Notices of Meetings to Members and Directors as required by By-laws;
Keep or cause to be kept copies of the organization’s bylaws and Board’s policy statements;
Ensures there is a quorum at the meetings.

41. Ladder of Development Polite stage Why are we here Bid for Power
Constructive
Esprit
Polite Stage
Group members get acquainted;
Shared values;
Establish the basis for group structure;
Information sharing;
Items on hidden agendas of group members stays hidden;
Why are we here?
Group members want to know the goals and objectives;
Some members demand a written agenda;
Cliques start to wield influence;
Hidden agenda items begin to be sensed as group members try to verbalize group objectives most satisfying to themselves;
Bid for power
Categorized by competition;
Group member tries to convince group to take action they feel is appropriate;
Struggle for leadership occurs;
Conflict rises to a higher level
Constructive
Group members give up their attempts to control and substitute an attitude of active listening;
Members willing to change their preconceived ideas or opinions on the basis of facts presented by other members;
Team spirit starts to build;
Esprit
High group moral and intense loyalty;
Need for group approval is absent;
Individuality and creativity is high;
“We don’t always agree on everything but we do respect each other’s views and agree to disagree.”