Board Leadership Calgary 2014: Board Governance Basics for Board Members

Boards with Staff: Roles & Relationships Presented by:

Julie Friesen

Presentation In a Nutshell

• Governance, Management & Implementation • Board Member, Senior Staff Person, Staff,

Volunteer Roles and Responsibilities • Role Clarity and Effective Board/Staff Partnerships

• Risk Management

TYPES OF ASSISTANCE • Planning: Strategic Planning, Operational Planning, Action Planning

• Project Development and Evaluation • Fund Development: Grant resources, fund raising, proposal writing

• Leadership engagement, development and training

• Collaboration and Partnerships: how to build effective collaborations, coalitions, partnerships and team building

• Board Development: Roles and responsibilities, effective meetings, bylaw review, policy development, committee roles, recruitment, etc.

• Large community development initiatives, community mobilization on an issue, community event planning, etc.

Community Development Unit

So What is a Board? What are the Roles and Responsibilities?

• A board of directors is the governing body of a non-profit organization.

• Is responsible for the highest level of decision-making and legal authority in an organization.

• Is responsible for monitoring the organization’s operations and serving as a public figure

• Is responsible for the welfare, effectiveness, outcomes and sustainable future of the organization it serves

• Is ultimately accountable for, and has authority over, the organization’s resources and activities

Types of Governing Boards

Policy Governance • Sets policy and hires senior staff

person or Executive Director (ED) to implement policy and manage organization

• ED carries out day to day work and manages the organization with assistance of paid staff and/or service volunteers

• ED is accountable to the Board and responsible for paid staff and volunteers

Administrative Governance • Sets policy and implements

policy or appoints executive or standing committee to implement policy

• Carry out day to day work of the organization (usually through a committee)

• If there are any paid staff, they

are for administrative or program duties (not to manage the organization)

Types of Governing Boards

Policy Governance

• Results • What? • Strategy • Long term issues and

challenges • Sets policy for

management and delegates responsibility and authority for management to the CEO

Administrative Governance • Results, Methods and Means • What? How? • Strategy and Operations • Long term issue and challenges

and immediate day to day operations

• Sets policy for management and delegates responsibility for management to Board committees

Board Governance

A governing board is responsible for the decision making, welfare, effectiveness, outcomes and sustainable future of the organization it serves. It ensures that an organization’s processes, structure and activities are being guided and directed in an honest, effective and sustainable manner.

What is Governance? Governance refers to ensuring that an organization’s

processes, structure, and activities are being guided and directed in an honest, effective, and sustainable manner.

To function most effectively, a board needs:

1. A common frame of reference starting with values and beliefs, a vision, mission and a team approach.

2. Knowledge and experience to be effective, provide leadership, make informed decisions and to be creative and innovative

3. An attitude of mutual support and respect to provide for the ability to act collectively

4. Confidence to advocate for the organization

Policy Governance

• The main function of a governing board is policy governance.

• A policy is an ongoing general direction, governing principle, or framework for carrying out work that does not change frequently but stays constant for one or more years.

• In a Policy Governance Board, the Board’s job is not to

“do it” but it is their job to “make sure it’s done”.

How Do Boards Govern?

Framework Governance

Self Governance

Operational Governance

Advocacy Governance

Set broadest policy area such as mission, vision, strategic direction

Set policy that defines how and when the Board gets it’s work done such as Bylaws, processes for making decisions, etc)

Set policy that directs organization’s programs and/or services (Strategies to achieve goals, monitor programs, allocate resources)

Builds community awareness and support for organization’s beliefs, vision, mission and long-term direction

Monitor framework and ensure it meets community needs

Policy for recruitment, training and evaluating Board members Defines Board structure, roles, responsibilities and functions

Set policy that govern how the organization’s personnel is managed (Defines role, pay and benefits, relationship, authority of ED; staff and volunteer policy, relations)

Establish the organization’s one response/position in relation to matters that affect its relationship to the community and society

Establish process for evaluating organization’s progress

Policy for planning and conducting the AGM

Set policy that direct how the organization’s finances are managed (Monitor budget, secure funds, audit)

Represent the organization to government, funding agencies and the broader community

Governance as Leadership Three Key Focus Areas…

Governance Leadership

Governance as Leadership

Specific Areas of Responsibility

• Legal • Fiscal • Foundational Elements • Planning and Progress • Human Resources • Organizational Operations • Continuity • Support • Advocacy • Public/Community Relations,

Profile and Organizational Identity

• Fundraising

• Communication and Civic Engagement

• Accountability and Transparency

• Resource Development • Board Succession • Board Development • Organizational Structures • Evaluation

No board member has any authority as an individual

Expectations of Individual Board Members

• Loyalty • Individual

authority • Meeting

preparation • Active

participation

• Conflict of interest • Conduct • Board and staff

relations • Confidentiality • Image

It’s all about Collective Action

No board member has any authority as an individual

See with many eyes, think with many minds, speak with one voice!

General Areas of Responsibility

• Fiduciary – act in best interest of the organization. This is at the heart of the board member’s commitment.

• Policy – develop rules and guidelines

• Oversight – ensure things are done right

• Organizational Identity – develop identity

• Strategic – think about the future

• Generative – be creative

• Financial – resource management, distribution and development. Approving and monitoring the budget is a critical job of the board.

General Areas of Responsibility / Role of the Board

• Trusteeship – Stakeholders entrust the direction and success of the organization to the board who represent the values and beliefs they want expressed in the organization

• Representing Views – bring up positions, views, issues and concerns that your community would bring up

Stewardship – careful and responsible management of something entrusted to one’s care Reflection………… Why did you join the board? Why are you giving your time and energy? What qualities, characteristics, knowledge and/or experience do you bring to the board?

The principles of board governance are aligned with those of strategic planning. Both are:

• The responsibility of, and initiated by, the Board;

• Future-oriented;

• Designed to establish the purpose, progress, continuity and identity of the organization;

• Directed toward the welfare and effectiveness of the organization;

• Comprised of developing, establishing, implementing and evaluating

Governance and Strategic Planning

Expectations and Relationships Individual Board Members

Board Positions

Board and Staff Roles

Defining Our Roles

Clearly defined roles and expectations are important in ensuring a highly effective non-profit organization.

Clarity of responsibilities and rules is also essential to building trust.

Expectations of Individual Members

• Loyalty

• Conflict of interest

• Individual authority

• Conduct

• Meeting preparation

• Active participation

• Board and staff relations

• Confidentiality

• Image

Discussion: Board and Staff Roles

Create an image of a healthy and effective board and senior staff (or Executive Director) relationship by using words, pictures, symbols or body movements.

You can draw it, act it out, use anything in the room, or whatever creative method you desire.

Board and Staff Roles

The Board and staff have different but complimentary functions:

• Primarily, the role of the Board is to focus on future, long-

term decision making and planning.

• Staff work on the implementation of the day-to-day operational requirements of the organization.

Board = WHAT / STRATEGY / FUTURE Staff = HOW / METHODS / OPERATIONS

Board and Staff Roles

• The Executive Director is directly accountable to the Board as their only employee

• No Board member has any authority as an individual

• The Executive Director is responsible for hiring, releasing, supervising and evaluating staff members and volunteers

Authority

Focus

Authority

Accountability

Executive Director Board

Present Future

Implementation / Management

Governance

To Board To Membership Or Community or Legislation

Focus, Authority, and Accountability

Board and Staff Roles

BOARD STAFF What / Where How

Results

Method

Strategy

Operations

Future Current

Delegate Management Authority Management Authority (Exec Dir)

Ten Key Responsibilities for Senior Staff

• Policy Management • Strategic Planning • Visioning • Leadership • Program Management • Personnel Management • Financial Management • Risk Analysis • Advocacy Management • Senior Staff’s Performance Appraisal

Process

Linking our Roles to Strategic Planning How does Management and

Staff work with the Board in Planning?

Together they map out how the organization will implement and achieve particular goals necessary for accomplishing the organization’s purpose BOARD: Identify policy, goals and

strategies for organization SENIOR STAFF/ED: Responsible for

managing the implementation of policy direction established by the Board

STAFF: Implement goals and strategies set out by the Board as directed by the SENIOR STAFF/ED.

Who Does What?

Board

Staff

Governing Boards • In a Policy Governance Board, the Board’s job is not to “do it”

but it is their job to “make sure it’s done.”

NOSE IN… FINGERS OUT!

Some different thinking: Old Work and New Work

Old Work • Management defines problems, assesses options and proposes

solutions

• Board sets policy, which management implements

• Structure of board parallels administrative functions

• Meetings are process driven. Protocol doesn’t vary.

• Board is a collection of stars

Some different thinking: Old Work and New Work

New Work • Management and Board discover issues that matter, mutually

determine the agenda and solve problems together

• Management and Board set policy and implement it. Lines are blurred, borders open. Domains are decided by nature of issue at hand.

• Structure of Board mirrors organization’s strategic priorities. Premium is on flexibility, ad hoc arrangements.

Some different thinking: Old Work and New Work

New Work • Meetings are goal driven. Protocol varies with circumstances.

Form follows function. Emphasis is on participation and action. Premium is on issues that need to be discussed in person to be resolved.

• Board is a constellation. It recruits team members with an eye to personality and overall chemistry. Board cultivates group norms and collective capabilities of trustees.

Small and Large Group Discussion

• Small groups develop answers for both sides of the page

• Large group discussion and shared insights

Activity Sheet: Board & Senior Staff Relations

Responsibility Charts For The Board & Senior Staff

Board and Service Volunteers

Two types of volunteers in not-for-profit organizations: 1. Board Volunteers – governance

2. Service Volunteers - implementation

Focus on the Future

Compare your Board’s role with driving…

There’s a reason the windshield is so much bigger than the rear view mirror!

Large Group Discussion and Questions

What experiences and knowledge can you share with others to help them increase role clarity in their organization? What have you learned that was particularly helpful? When your board meets again, what will you tell them needs to be done to enhance board/staff relationships in your organization?

Governance Resources

albertabdp.ca Resources Information Bulletins and Workbooks www.culture.alberta.ca/communitydevelopment www.agriculture.alberta.ca/boardgovernance “The New Work of the Non-Profit Board”, Taylor, Chait

and Holland Handouts: • Roles and Responsibilities of Not-for-Profit Boards • BOARD/STAFF RELATIONSHIPS – Defining Roles to Minimize

conflict and Achieve success • Board and Staff Responsibilities

www.culture.alberta.ca/communitydevelopment

Community Development Unit

Presented by Julie Friesen, Community Development Officer

Alberta Culture

For More Information:

Julie Friesen Community Development Officer

Email: julie.friesen@gov.ab.ca