1. by Lewis R. Boren, CWDP:MS A Carver Governance Design model This presenter is not a Certified Carver Trainer. This presentation is not a Carver-approved presentation. Information is presented as an example of how the Carver Governance Design is used as a Board governance policy.

2. 2 Ownership Board CEO Organization The Board represents the organization, as trustee, for some “ownership” to whom the Board owes primary accountability. The Board is a subgroup of ownership with direct contact to the CEO. Role of the Board

3. 3 Board and CEO Roles Board –Sets boundaries –Does not keep up with daily activities –Acts in governance capacity CEO –Operates organization –Produces ends –Stays within board boundaries

4. 4 Boundaries Example CEO Boundary Imprudent No Unnecessary Risks Boundary Unethical Unlawful

5. Monitoring Using the Ends/Means Model Only monitor against criteria previously set – first set your expectation then see if the organization achieves it. Expectation / Criterion Assessment / Judgment

6. 6 Categories of Board Policy Instructive to CEO Ends Means (Executive Limitations) Board’s own means Governance Process Board/Staff Relationship

7. 7 Ends What do we want to do? –How/why is it better – What results? –Which people – Who/what is better? –What Cost – Return of investment?

8. 8 Means All Else –Practices –Methods –Conduct –Programs –Services –Curriculum

9. 9 Prescribe the ends but stay out of the means, except to say what is unacceptable. Unacceptable Means Ends

10. Policy Governance Model Board states its policy, then CEO makes broader interpretations. The model allows staff creativity within bounds.

11. 11 Policy Development Board understands model Draft categories of policy Complete administrative and/or legal review Vote to accept or dismiss policy

12. 12 Board is a Single Body that Speaks with One Voice Encourage and take advantage of diverse views Decisions are not necessarily unanimous Avoid group divisions that jeopardize the one-voice rule (committees, chair, treasurer, staff, etc.) Partial implementation of the governance model will not work

13. 13 Board Committees Board committees are to help the board do its job, NEVER to help or advise the staff on its job. Committees deal with pre-Board not sub- Board issues. They identify options and implications. They do not make recommendations. The Board, not subcommittees, make the final choice.

14. 14 The Board Member’s Job Description The Board is responsible for: –Linkage with ownership –Completion of governing policies –Assurance of organizational performance –Pursuit of donor funding