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.

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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

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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

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Boundaries Example

CEOBoundary

Imprudent

No Unnecessary

Risks

Boundary

Unethical

Unlawful

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

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Categories of Board Policy

Instructive to CEO• Ends• Means (Executive Limitations)

Board’s own means• Governance Process• Board/Staff Relationship

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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?

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Means

All Else

– Practices

– Methods

– Conduct

– Programs

– Services

– Curriculum

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

Unacceptable

Means

Ends

Policy Governance Model

Board states its policy, then CEO makes broader interpretations.

The model allows staff creativity within bounds.

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Policy Development

• Board understands model

• Draft categories of policy

• Complete administrative and/or legal review

• Vote to accept or dismiss policy

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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

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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.

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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