On Being a Fiduciary
If you, your association, or board wish to talk about governance
these are the topics I find useful to explore first.
This talk is about boards of an
incorporated organization,
or boards that expect to
incorporate; not small groups lacking incorporation.
The discussion relates to Policy Governance®, but
is mainly about generic good governance.
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(contact information at the bottom of Governance page)
Robert J. Ballantyne
What someone said to recruit new board members
(These may be good reasons to volunteer, but they are not about governance)
· It is not much work: only 3 meetings per year
· Give it, get it, or get off
· This is a working board (we’re too busy to deal
with governance)
· You are only one of 40 people, and the executive
committee makes most of the decisions
· We just act as a sounding board -- management are really
wonderful and know what to do
· We are not a governing board, but we have line
responsibilities and authority (an unusual situation, and not covered in this
talk)
· You did well in committees, and now you are given the
honour of being on the board
The reality of a board position in a corporation
(What the org-chart does not explain)
· The story of why the government needs boards (to
represent the community)
· How it really works (even if you never looked at the
articles of incorporation)
o
Government allows the
creation of an artificial entity
o
The entity has a membership
o
The membership create bylaws
o
The bylaws are approved by
the membership, and provide the mechanism to create the board
When the board speaks, the artificial entity
speaks. The board is, then, the mouthpiece of the entity
·
The board may take on any
responsibility it wants... but its main responsibility is to speak for the
entity. Therefore, the main product of the work of the board is words. Those
words should mean something. (Read board minutes to see.)
·
The board has the power of
edict, but the common advice is to govern by policy (still most don't)
o
People don't know the
language of articulating desired results. Relate the argument for using nouns
instead of verbs. Article (google title and 'ballantyne'): Don’t Tell Me What To Do
o
How to govern: understand, as
fiduciaries, what they would have the
organization accomplish, say it in words, hold the organization accountable for
results. Mention monitoring.
o
Are they the membership? Maybe, maybe not.
o
The language of Policy
·
The scope of Policy: what
must be accomplished, and what should not be done
·
Examples of powerful policy:
ends & means
·
When we think we understand
the problem, we can see what we'd do about it. It may not be what someone else
would do. Someone who is following orders is not motivated.
·
The staff have the right to
say, "If you didn't say how it should be, don't ask me how it is."
·
Diligent boards say,
"bring me a plan, and I will tell you what I don't like." What is
wrong with that? Not leadership.
The difficulty with the new governance
·
It assumes that the board
wishes to be a fiduciary
o
Many board members think they
know how to manage, and want to supervise management
o
Many board members have their
own list of 'wants' and personal visions and agendas
o
Many boards are content to be
a sounding board or a source of support for management
o
Many boards feel that the
management expertise rests with them, and they'd not trust management to the
staff
o
Not-for-profits are often
more difficult to govern than for-profits
o
Past experience on boards is
of little help with the new culture of governance
o
There is a lot to be learned
in order to create the first suite of policies, set up a rigorous monitoring
process, and change the agenda of board meetings. That process takes time and
commitment. Someday it will part of the culture, like Robert’s Rules of Order; but
that is years away
o
It is not intuitive. Showing
up and acting out of what feels right will not do the job. First learn the
skills
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