Governance is a puzzle
Tuesday, June 08, 2021
It is exhilarating to join a board of directors. It comes with a sense of self-worth and achievement. The organization has tapped you to advance its mission.
It requires knowing far more than the mission. There are many parts to an organization.
There are so many pieces to governance that it seems like a puzzle.
Volunteers must understand governing documents, relationships, resources, expectations, strategy, and more. They learn through orientation, on-the-job training, and access to documents. (Some associations assign a “board buddy” to help new directors.)
Knowledge is gained by studying the documents, systems, and processes. For example, analyze the budget, then consider the balance of dues to non-dues income, and the ratio of budget to assets.
Documents and Systems
Beyond familiarization with the organization and people, it is necessary to be aware of existing documents and systems.
Governing Documents: The board gets its power from several documents and authorities. Bylaws describe a relationship between board and stakeholders. The articles are the relationship with state government. Policies are the wisdom of the prior boards for making future decisions. The mission is a link to the IRS.
Strategic Plan: It is a roadmap for board and staff, usually spanning three years. Consider it the leadership’s GPS — goals, priorities, and strategies. The best way to advance the plan is to be familiar with it.
Budget and Finances: Governing requires financial acumen, including protecting assets, generating income, and making best use of resources. Directors should be conversant with the annual budget and financial reports.
Committees: The work of the board is supplemented by committees. They get their authority from the bylaws and assignments from the board. The board maintains relations through committee liaisons and chairs. Review the structure of committees to ensure they are aligned with the strategic goals.
Risk Awareness: Every organization faces some risk. A board has a duty to be aware, reduce, and avoid risks. Directors will want to know about insurance on the board, bonding of the treasurer, general liability coverages, and audit policies.
Filings: Most boards rely on management staff to be sure filings are current, including federal exempt status, state not-for-profit designation, as well as protections of service marks and intellectual property.
Performance: Progress is measured by performance. A board must decide what should be measured. Setting metrics, operating ratios, timelines, and accountability allows for tracking and course corrections.
Stakeholders: The board has a relationship to members and stakeholders, serving their needs and listening to their input. Members expect the board to perform effectively and to deliver value.
Management: It is expected that the board governs, and the staff manages. Volunteers are asked to “stay in their lane,” avoiding micro-management when they should be forward-thinking. Respect the balance between volunteer leaders and the staff team.
Calendar: The board will have a year of opportunities, meetings, and deadlines. Being present and prepared is a responsibility. When a board meeting is called, directors are expected to attend; shun the bylaws that allow for “excused absences.”
Directors’ Hats: Directors have authority inside of board meetings (from “gavel to gavel”). After meetings and during the year they have no authority to contract or speak for the organization unless specifically designated. Directors may be asked to wear additional hats such as ambassador, mentor, and fundraiser.
The many elements of governance make it a puzzle. It is only complete when all the pieces are positioned in the proper places. A missing piece can ruin the puzzle.
To emphasize the point, I created a literal puzzle for the phrase “Board Governs, Staff Manages.”
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