The unpaid – volunteer – board member

For some people, their rise to become a member of the board is the culmination of years of excellent volunteer service to the non-profit organization.

Many are recruited to boards with no prior service to the organization — these people are valued for their wisdom and community perspective. In both cases there is often the expectation that service on the board is the member’s contribution to the community as a volunteer. This expectation frequently results in some misconceptions about the job — especially if the board is using Policy Governance (PG).

While it is true that on most non-profit boards the board members are not paid, the members should not think of themselves as part of the volunteer structure of the organization. Volunteers are like staff in that their function is to participate in fulfilling the mandate of the organization. Like staff, the volunteers are accountable to their supervisors, and ultimately to the CEO.

The board is not accountable to the CEO. The board is accountable to the the segment of the community whom the board has identified (in policy) as their owners. And, of course, the CEO is accountable to the board. This is a big difference from being a volunteer in the organization. The issue here is that of accountability, not whether or not there is remuneration for the job.

Often nominating committees will find new board members from among those people who have served the organization well in various volunteer capacities. This is reasonable because here is where they will find people who have a demonstrated record with and a commitment to the organization, who may deeply understand some of the services provided by the association, and who may also have a strong personal network of people connected with the work of the organization.

The only problem that might arise with selecting board members from the volunteer structure is the sense that membership on the board is a continuation of that structure.

When there is a good volunteer program the organization ensures that people are carefully recruited, then the recruits are trained for the job (they may even have job descriptions), in their work they are appropriately supervised, and eventually receive fair recognition for the work. Large organizations often have a volunteer coordinator who understands and manages the volunteer program. In smaller organizations it is still a good idea for someone to study volunteerism and who ensures that that good volunteer practices are in place.

Managing an effective volunteer program is very similar to managing employees. (If this discussion is new to you and your organization has volunteers, or would like to have volunteers, please take the time to study how volunteerism works. Your program will be much more effective as a result.)

Volunteers are recruited either because they have skills that can serve the organization, or because they are willing to be trained to perform the job function of a volunteer position (or are willing to take the initiative to figure out what needs to be done and simply produce the necessary results). In all cases, they are there, as volunteers, to help the organization.

When a volunteer is recruited to the board it often seems as if this is merely participation on another committee in the organization. This is not true, especially if this is a Policy Governance board. Here are some of the differences:

• the job of the board is to be a fiduciary for the owners (no one on the staff is in a position to tell the board how it must do its job)
• As a fiduciary, it is the board members’ job to know or to learn what the owners would expect of the organization (often the board struggles with this because there is no one simple way to do this)
• the board member is not there because of any personal skills — the member is not on the board to supply the staff with services… the board member is not there to help the staff (nominating committee, are you paying attention to this?)
• Policy Governance is not intuitive, yet it is unlikely that the staff can teach the board members how to govern, so either the board will have its own methods of training the recruit, or the member will have to take the initiative to study this form of governance
• since the staff does not supervise the board, and the owners are not a formal group who can truly hold the board accountable, the board and its members must evaluate their own performance (which is where many PG boards are sloppy)
• the board is accountable for the whole organization, and it has one employee: the CEO (this may seem like such a huge responsibility that some boards try to avoid it by taking on lesser roles)

If you know PG, you know all of this. Frequently I see board members who were hastily recruited, who were happy serving as volunteers in the organization and who knew they were providing useful services, who then find the work of the board to be very unsatisfying. I’ll hear them say, “Just tell me what I can do to help.” Or, “Why isn’t the board using my special skills (e.g. lawyer, accountant, consultant, web designer, etc.)?” The culture of the PG board, which requires the board to work collectively and to show leadership, seems lonely after being one of the troops in the organization where there was supervision and recognition. The remedy is for the nominating committee of the board to work harder to recruit appropriate people, to truly explain the job, and then to ensure that the new people understand the job and then receive the training in PG so as to be able to govern effectively.

What is not appropriate is for the members of the board to continue the culture of being volunteers in the organization, and to attempt to provide services to the organization instead of attending to the leadership functions of the board.

The board is not there to serve the organization, it is there to ensure that the organization appropriately serves the community.

At least those people who have been through a well-managed volunteer program expect that they will need to learn any new job, and they will be supervised and evaluated. Sure they will be recognized for good work, but if they don’t show up, or are lax in their performance, someone will ask them to leave the volunteer program (yes, volunteers get fired). So, if they actually have the opportunity learn the job of being on a PG board, you can probably count on them to be diligent in performing their duties as a board member.

What about the board member who was recruited from the community, and was never a volunteer?

It is my observation that many of these people think that the work on the board is that of a volunteer job (because it is unpaid). They often come into the position with no idea of what it means to either be a real volunteer or to serve on a PG board. Unfortunately, many of these people think that if a job is unpaid it has no real value. As a result, these people will show up at board meetings only when it does not conflict with their private business duties or their social calendar. They are often not diligent in learning the job of governance (remember, PG is not intuitive and it must be learned), and while they may participate effectively in the meetings they attend, they seldom read the distributed materials and the board cannot count on them to work between meetings.

Unfortunately, many boards seem to suffer with such members who mean well, but are not prepared to fulfill their fiduciary responsibilities. Often the bylaws make it difficult to remove such a person; and if there is a process of removal it is so ugly that the rest of the board will not have the stomach for it. Is there a remedy? Yes, and it is not easy. The solution is to recruit suitable people to the board. Remember that the board is accountable for its own processes. Policy Governance does not provide instruction with regard to board recruitment practices. I teach that in order to have good governance, the nominating committee must find people who are willing to govern well.

Good board recruitment practices require first that the board recognizes that this is a matter that it must do well (a wise CEO might prompt and help — but it is really the board’s job). Second, the board must demonstrate a high degree of integrity with regard to all of its governing — the point here is that around the board table members must be knowledgeable about the work of governing and create a disciplined culture with regard to its deliberations (part of the board’s leadership role is setting a good example). Third, the work of the nominating committee should include being clear about what is involved in joining this board when recruiting potential members. Fourth, new members must be trained and mentored in Policy Governance, the culture of the board, and the affairs of the organization. All of this cannot be accomplished each year at the last possible moment with a hastily arranged ad hoc nominating committee.

Developing new board members is part of the leadership role of the board. If it is done well, with good humour, and with a sense of the positive community transformation that can occur as a result of the work of this board and its organization, the new board member will see that taking on this job is an opportunity for personal development and valuable community service.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

A Perspective on Ends — Community Transformation

With Policy Governance, it is through the articulation of ends, and then the monitoring of those ends, that you (the board) achieve the required community transformation.

What result, for what people, at what cost?

That term, community transformation, may seem a bit lofty. By now you’ve heard that ends are statements that talk about “what result, for what people, at what cost.” That phrase is just shorthand to remind you what is an end, and what is a means (everything that is not an end). This ends-means distinction seems very difficult for some people, so ensuring that any board concerns about means are expressed as executive limitations is often the discussion associated with ends. Here, I am assuming that you’ve mastered this distinction, and I want to focus on the content of those ends.

The phrase “what result, for what people, at what cost” requires the board to know what result (benefit, change) in the community is required, who will benefit from the change, and what is a reasonable cost for achieving that result. The truth is that most boards struggle to discover what result should be achieved by their organization.

In the opening paragraph, I commented that it is through the board’s ends that the community transformation is achieved. Is that true for your organization, or is it really the staff who know what has to happen, and the staff who will do what is required whether the board ‘gets it’ or not? We are still in the era of the cult of the CEO. In many organizations, the board simply hires the chief executive who is expected to quickly discover the appropriate vision for the organization and then work to make it so. Even if the CEO is not the visionary, often the ongoing work of the organization seems so important that all the board wants to do is enshrine the current operation in the ends. Evidence of this is that the discussion of ends revolves around examining what the organization is currently doing, or what the CEO wants the organization to do, and then attempt to write ends policies that will reflect that. This might be a place to begin to explore ends for the organization; it is important for a board that is beginning to use Policy Governance to learn what their organization is really doing, and to understand what benefits are currently being produced for what people, and what is the cost of all of this. A lot of unnecessary dislocation of people and resources might be avoided if the first articulation of ends merely enables this to continue (unless something clearly needs changing).

Mission & Vision Statements

Unfortunately, because so many board members have gone on retreats to write mission and vision statements, they recognize that some of the process of writing ends feels like those old exercises. Having gone to the trouble to establish mission and vision statements, those words are traditionally written in stone, and often a decade or more passes before anyone bothers to tinker with those words. That approach will not work with ends.

Ends are not the same as mission and vision statements

The work of writing ends is (or should be) substantially different from writing mission and vision statements. Mission and vision statements can be useful in providing some focus and some agreement on organizational direction. Often they are expected to inspire staff and to help the community understand the organization. But think about this: no one is held accountable for achieving a mission or a vision.

Ends are delegation

If you (the board) are doing your job, you will be holding the staff accountable for achieving your ends. In effect, when the board writes an end statement, it is as if it concludes with the phrase, “…and the CEO is accountable for achieving this end.” Or, “…and the CEO’s continued employment with this organization depends on achieving this end.” The articulation of the end is, therefore, a delegation of responsibility to the CEO and thereby to the whole organization. There is no element of delegation associated with mission and vision.

Since an end is a delegation it must be currently relevant. As soon as the board perceives that the need for the end has changed, it must change the substance of the end policy. There is no point in having the staff expending resources to achieve the wrong thing. Therefore, the board not only monitors the staff’s achievement of the ends, the board must also continually (at least once per year) ensure that the end itself is appropriate.

The board is a fiduciary for the ownership

And how does board know that the end is appropriate? Learning exactly what ends are required is at the centre of the work of the board. Attending to this is the board’s fiduciary responsibility. The formulation of ends is one of the jobs of a Policy Governance board that is profoundly different from traditional boards. Traditional boards focus on what the organization should be doing — so those boards deal with results by approving action plans. Often those board are satisfied if the organization is performing some useful activities.

Ends arise out of community need. All non-profit organizations are founded to address a community need. Before the board can write ends, it must understand that need. This is learned by communicating with the members of the community who would have the organization exist to address that need (the ownership).

Ends address the real need

When a board has really made the transition to Policy Governance, an observer at the board meeting (such as myself) can hear it in the quality of discussion about ends. The board members are not talking about the activities they’d like to see performed by the staff, instead they are talking about what has to be addressed and changed (or at least maintained) in the community. The board understands that its organization is the agent of community transformation, and the board’s job is to hold the organization accountable for achieving that transformation. The discussion about ends is certainly not about what the board members would like (personal visions), or even think is a good idea.

Gone are weak words like ‘helping,’ ‘striving,’ fostering,’ etc. Similarly, comparatives such as ‘more,’ ‘improved,’ ‘enhanced,’ are no longer adequate. What is wrong with words like this that so many organizations use as part their purpose statements? They all allow the organization to be content performing some remedial activities in the community without ever fully attending to the real need. Your organization may not have to save the world, but it must fully address the reason for which the owners believe it was founded.

You know you are on the right track when the real need becomes known to you and your board, and you begin see that certain things (in the community) must be different in the future, and that your organization has the responsibility of achieving what is necessary. Understanding this, and articulating what must in place in the future, and then holding the organization accountable for achieving that future, is the real power of ends, and of a board using Policy Governance.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

What is your VISION?

The word, vision, is used lots by consultants and facilitators. Groups frequently spend hours constructing vision statements. I find that the word seems to be used in many ways in different environments. The term is used here in a number of articles that I’ve written at this web site. So, I’d like to express how I use it in the context of creating policy.

Humans are creative creatures. We can visualize things that do not exist, and sometimes we can cause those things that we can visualize to materialize.

Sometimes a good thing will materialize by accident or by serendipity. No one planned it, but there it is. All we need to do is recognize that it is there and that it is good. No vision was involved in creating this. While this is wonderful when it happens, we soon learn not to wait for good fortune, but to plan for it.

Planning usually is about creating a path or a series of events that will take us from where we are to where we want to be. If you don’t see the future you desire as a path, then perhaps you see it as an object that does not yet exist, like a sculpture. You look at the block of wood or lump of clay and know that it could become a shape that conveys meaning and emotion. It is still just raw material, but you have a vision of what, in your hands, it can become.

The issue here is that in your mind you can visualize something that does not now exist, but might sometime in the future. It might be a building, or a community program, or a plot for a story, or simply a pizza that I will bake for my family on Friday night. What makes it a vision is that someone can imagine it (or visualize it), and sometimes it might become a reality.

This ability to envision a future, and then to carry out some process to cause it to materialize, is a very powerful capability of humans. It is wonderful to learn to become effective in using this capability.

So, when I talk about describing a vision, or visualizing, or envisioning, I am talking about expressing a clear description of a future that does not yet exist, but could.

The greater the clarity of the vision, the greater the possibility that it will become a useful reality.

The fact that I have a vision of a pizza baked and served on Friday night does not make it happen. But unless I begin with that simple vision, the pizza cannot happen.

The process associated with the pizza is well known to my family, but it has elements that are true for all creative projects. First the vision is clearly expressed: someone in my family says, “How about a pepperoni pizza on Friday night?” My family knows how I make a pizza so these words clearly describe the vision of the pizza and the event. Next, I say, “Okay.” At that point I have made a decision to proceed with making the pizza, and I have also announced my commitment to the project. There are still many steps to go (assemble the ingredients, knead and retard the dough, cook the sauce, dress and bake the pies, invite any guests, etc.) but all of that unfolds fairly predictably once there has been a commitment to accomplishing the vision.

This series of events is easy to understand when we choose to proceed with a familiar project like preparing a traditional dinner. It becomes much harder when the needed future is not known. This is the situation faced by groups who are trying to address a community need.

Addressing a need is the reason that the community has created an association or a non-profit organization — yours, for instance.

Likely you are reading this because you are on the board of such an organization. If it has been around for a long time probably programs are in place, management is showing you monthly statements, and there is a sense that the ongoing business is active and worthy. When someone asks you, “What is the vision for this organization?” the idea that there is a need for a vision seems trivial compared to the reality of what is being accomplished every day by the staff. Surely you are doing your job if the staff is reporting lots of good activities, attendance is up, fund-raising is doing well, and revenues are more than covering the expenses? If you agree that this is all you have to do, let me ask you if, being a board member, means that you are merely along for the ride, or if you think that your role on the board means that you have a contribution to make that is distinct from the role of management?

(In fairness, I will allow that there are some boards where it is satisfactory to go along for the ride, and just be there to help when your skills and knowledge can contribute. These are usually very small organizations; but I know from experience, they can be doing wonderful things for the community. Likely the person running it is the founder and visionary, and when that person no longer wants to do the job the organization will have to grow up or simply decide that it has completed its work.)

In the context of the work of the board, the vision is what the board decides is required to address the need. To recall where this article began, that vision is “a clear description of a future that does not yet exist.”

The vision is not the action plan to achieve the vision. (That sounds like an obvious or silly statement, but in reality many groups cannot make that distinction.) The action plan and the vision are not synonymous. Here is the problem for a new board member who is joining an organization that has some history. Everyone sees what the organization is doing, and often those activities are good for the community. If you find that your job seems to be primarily learning about what the staff is doing and approving that, your role may be useful as a cheerleader, but it is not clarifying the reason the organization exists and ensuring that it achieves what it must. And what is that? Are you, the board, seeing that your organization is addressing the real need? Often, in order to develop that vision of the results that are necessary you will have to begin by knowing the community’s need. Understanding that will require you to focus on the community and not just the action plans of the staff.

When you truly understand the need, you are in a position to begin to articulate a vision of what might be achieved to address that need.

Here is the real strength of human creativity. Dinner on Friday night does not have to be a pizza; that lump of clay can become whatever the sculptor visualizes. The only cost of developing a vision is your time, your understanding of the need, and your imagination of the possibilities. Because a vision seems cheap, and completely fluid, people often treat the vision as trivial. It is not. It is at the stage of envisioning that anything is possible.

It is while developing a vision that a future that can become wonderful, or mediocre, or disastrous really happens.

I’ve been fortunate to be present at the beginning of some big projects. Looking back, I’ve seen that in the early days everyone was so busy wanting to get on with pouring the cement and beginning the project that all of the difficulties that we encountered later could have been easily (and inexpensively) avoided by more thought and clarity about the details back when the plans (the vision) were being drawn up.

The desired future, then, begins as a creative process of envisioning. A vision is easily and inexpensively altered. The act of envisioning can involve many people. Researching and collaborating on the vision, and then testing the vision with the community, should be a big part of informing the wisdom of the board.

A colleague of mine is a nun. During a planning session she once said, “Do you want to make God laugh?” She had our attention. The punch line was, “Tell God your plans.” It is also true that nothing happens exactly as planned. I’m mentioning this here because the act of envisioning, and then working to achieve that vision, will be adventure. Expect that and the adventure will be rewarding (even if it is often difficult), and not just a series of dashed expectations.

A multitude of visions can be created, all of which may be valid. So the process of envisioning should include exploring a variety of futures.

You will discover that some of these visions arise out of people’s wants. We all have wants. There is no power in wanting. Beware of individuals who want only to achieve their personal vision.

As a board, you have an important role to play. You may be depending on professional planners, consultants, architects, and your staff, to advise you which vision is the best to address the community’s need. At some point you will either rubber-stamp that advice, or you will truly understand the options, and you will make a decision.

There is enormous power in that decision. It is the consequence of that decision that resources will be committed and the work of accomplishing that vision begins.

Let me try to summarize. Your job, as a member of the board, is to see to it that your organization achieves what it must. Your organization is there to address a need in the community. To address that need, at some point there will have to be a vision of what can be accomplished to address that need. The board will either accept the vision of someone else, or it will be the author of that vision.

With Policy Governance, the board creates Ends policies. Briefly, Ends are statements about the results that must be produced by the organization, statements about the people who will benefit from those results, or statements that ensure that the cost of the benefit is worth the resources that are consumed. Establishing a vision, then, is a way of determining the necessary results.

With Policy Governance, your meetings should become a time and place to explore futures that do not exist. Policy Governance provides the means for you to use words to describe that future, and then to hold your organization accountable for achieving that future.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

The board’s job description

If your board is using Policy Governance, and you were guided in creating your policies in the Governance Process quadrant by the book, Reinventing Your Board, by John and Miriam Carver, your overarching statement of policy is probably worded similar to this:

The purpose of the board, on behalf of [identify the ownership here], is to see to it that [name of organization here] (a) achieves appropriate results for appropriate persons at an appropriate cost, and (b) avoids unacceptable actions and situations.

The words that replace [identify the ownership here] probably took you and your consultant some time to develop. The rest of the policy is likely close to what you see here. This single sentence describes the job of the board using Policy Governance®.

Please think about what you and the other members of the board have imposed upon yourself with these words. The policy expresses three ideas.

1. By this policy, the board recognizes that it is a fiduciary, and the board identifies as precisely as it must for whom (what community cohort) the board speaks. In a for-profit the board is a fiduciary for the shareholders, in your organization you are a fiduciary for the people described by the words that replace [identify the ownership here]. Accepting this responsibility is the single most important duty of a board member in a Policy Governance environment.

Your entire authority to articulate policy and hold the staff accountable, and to ensure that the organization achieves what it must, comes from your knowledge of what that cohort would instruct you to do if those people knew what you know. And if you don’t know what those people would expect of you, it is your job link with them and to find out.

The interpretation of what is meant by that description (after the board has approved its words to describe that cohort) falls to the chair. Just as the head-of-staff is granted the right to make a reasonable interpretation of the board’s Ends and Executive Limitation policies, in the case of Governance Process and Staff Linkage policies, the right of reasonable interpretation belongs to the Chair. If the head-of-staff is viewed as the CEO, then the chair of the board is seen as the CGO (Chief Governance Officer) — regardless of the titles these people may have.

2. By this policy the board says that it is responsible for articulating (and monitoring) what must be accomplished by the organization — in other words it is responsible for the organization’s Ends. Since (at this point in policy development) Ends are not defined, the policy describes them as, “achieves appropriate results for appropriate persons at an appropriate cost.”

3. With regard to means, the board agrees that it does not provide any instruction as to what means the staff must use to accomplish the Ends. It does, however, direct the staff to behave ethically and prudently by articulating what behaviour is unacceptable in accomplishing those Ends. In Policy Governance this is done by using proscriptions or Executive Limitations.

Everything else that appears in the Governance Process section of policies must nest within the umbrella (or overarching statement of policy) that contains these three (fairly simple) concepts.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

It is about values (What is a policy?)

When John Carver was developing Policy Governance® an early name for the model was Values Governance. Since boards are usually advised to govern by stating policy instead of issuing orders, and because policies should be expressions of values, he decided that more people would understand the model if he called it Policy Governance.

While those who understand policy can grasp the concept, I find that the word policy confuses many people.

What is a policy? It is usually described as a guide for actions. That’s true, but where does it come from? Sure, we all know: it comes from the boss (perhaps a manager, a parent, a board, or some other authority). So the people who are to be guided know who it comes from, but where does the idea or the substance for the policy arise? That’s what I’d like to explore here.

Let’s imagine a workplace where there are no policies. An employee approaches the boss and asks what to do about a current situation. The boss thinks about it for a moment, and maybe probes with a few questions to be sure that s/he is clear about the matter, and issues a decision: do this. The employee now knows what is expected in this situation and goes and does it.

The employee probably knows more than what to do in this current situation. That person can be reasonably sure that whenever a similar situation arises that the boss would expect it to be handled in similar manner. In fact, having once asked for a decision, it would probably annoy the boss if the employee bothered to ask again when a similar situation occurs. Why? As a result of that decision, the employee has an excellent example of what the boss would want done in this and similar situations.

In other words: the employee knows what results the boss values in this situation. The decision, then, is a good example of what the boss values. If one were to state that value as a guide to action, that statement would be a policy. Policies are always expressions of values.

In this case, the employee merely imagines what is the policy that was the guide to the decision. Technically this is called making policy by appeal. The request for the decision is the appeal, and the implied policy is assumed by the employee… and by everyone else in the workplace who cares about that boss’s values.

The problem with policy-by-appeal is that it is possible (even likely) for people to misinterpret the value behind the decision. It provides much greater clarity if policies are stated, and it is even better if they are written.

The point to note here is that behind every decision, or policy, is a value. In fact, a written policy must be an expression of that value.

Asking the question: “what do you value?” usually results in thinking that is too broad and vague to result in (say, a board) being able to write policy. In a Policy Governance setting I find that probing with two kinds of questions lead to a useful expressions of values. They are:

• What are you concerned about? (This line of questioning leads to values that might become Executive Limitations or board means)
• What results are required? (This might lead to Ends statements)

If you are someone who writes or issues policy, it means that you have the authority to guide the actions of others. Therefore, your policies are a method of exercising control.

The first person who hired me to write policies for his organization (long before I ever heard about Policy Governance) said that he wanted “policies that would empower people to act without having to ask for direction.” He said he wanted policies that would empower people to know how to act with confidence. He was more interested in that than a list of policies that would tell people what not to do. I discovered how liberating policies can be for people.

Now, when teaching Policy Governance, you will frequently hear me say, “control what you must, not what you can.”

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

Attendance at board meetings

The bylaws of your organization will provide instruction about how many people must be present at a meeting so that there is a quorum. The quorum is legally required for the assembly to be able to carry out its business. Many chairs assume that since the bylaws describe what is the minimum number of members who have to be present that this is a form of policy that should guide the group in knowing what is an acceptable level of attendance. For Policy Governance boards (or any board that expects to govern with integrity), while the quorum provides a legal minimum number of people who must be present, this is poor instruction for the behavior of board members. This article argues that the board should set much higher standard of attendance than is required by the bylaw’s description of the quorum.

In the Governance Process section of the board’s policies, the board may consider some wording that speaks to the issue of expected attendance at regularly scheduled board meetings during their term of office. Members may be excused for extraordinary circumstances, but when a member is excused it should be reported in the minutes, and the board should be diligent in insisting that such absences are truly extraordinary. This expectation for attendance should be discussed when a member is recruited because this level of participation is not required in the case of most boards.

In this article I’ll explain why the board should work to achieve 100% attendance and I’ll suggest a way to make this possible even with everyone’s busy schedules.

Part of the philosophy of Policy Governance is that the board speaks with one voice or it does not speak at all. Technically this is true for any board, but it is a feature of Policy Governance that is recognized by the board, and it becomes a element of the board’s work that contributes to the integrity of the board’s products.

The whole system of Policy Governance, which includes cogent statements in four quadrants and with each quadrant containing a complete package of nested policies, is designed to achieve a body of work by the board that is complete, consistent and of high integrity.

The matter of attendance relates to the consistency and integrity of the board’s work, and specifically to the character of the board’s one voice. The issue is easy to understand if you think about it. If the people making a decision during today’s meeting are different from those who assembled at the last meeting, the wording and direction of the decision will also be different. The quality and nature of the board’s one voice will depend on who happens to be in the meeting at the time a motion is passed. While it is typical of many boards to have different members present at each meeting, it is nevertheless not appropriate. Therefore, the participants at each board meeting should be the same collection of people.

Can this really make a difference to the integrity of the board’s work? Of course it can. I’ve even seen meetings deliberately held when the leadership knew that certain people would not be able to attend and oppose some planned board maneuver.

Part of the philosophy of Policy Governance is that the work of the board should be open and transparent. While I seldom find that boards are using the timing of meetings and the limits of the quorum for Machiavellian plots, I do see that the quality of the discussion that occurs during the deliberations is very much dependant on who shows up and is participating.

When the makeup of the board is different from one meeting to the next, the quality, integrity and consistency of the decisions of the board is substantially compromised.

Why, then, don’t all boards insist on 100% attendance at their meetings? Frankly, the function and purpose of most boards (except in times of crisis) is largely ceremonial. The usual job of a board that helps management by providing some wisdom and perspective, or asks a few probing questions before rubber-stamping the work of the senior staff, does not need full attendance at every meeting. As long as there is a quorum there is probably enough of the board present to provide an adequate degree of diligence and oversight. Policy Governance, as you know, requires real integrity with regard to its one voice.

Is 100% attendance achievable? The math suggests that a perfect attendance record is not possible. What is possible is that absences from board meetings are rare and are truly exceptional, and clearly excusable.

In writing this, I know that boards have to deal with the occasional emergency. I am referring to three kinds of situations that may not be easily delegated. The first is the loss and subsequent hiring of the CEO. The second is a catastrophic business miscalculation that threatens the future and existence of the organization. In both cases the associated emergency meetings of the board may have members missing, and necessary decisions must be made without full attendance. There is a third possibility that is rare, but is included here for completeness. Occasionally there are some matters for which the board is holding itself accountable (and not the staff); e.g. some fund raising or lobbying. In this case the board is acting like a committee, and as long as the board delivers what is required, perhaps the full board does not have to be present at each meeting where this work is addressed. All of these are exceptions, and such meetings should not include major long-term policy development or monitoring.

How can this high level of attendance be managed? First create the expectation among the members that not attending meetings for reasons of business pressures, family matters, or convenience is unacceptable behavior, and is simply not tolerated.

Second, plan the board’s agenda for the whole year in advance. This point is mentioned in all Policy Governance literature, but it must become a deliberate annual priority for the board. Once the dates are decided, then expect the board members to adhere to them.

Finally learn to use some of the modern electronic facilitation systems to allow members to participate fully without having to be present, personally, in the meeting room. This would include conference telephone calls and video chat. While the technology is currently available to make this possible, it seriously adds to the complexity of the meeting. Whatever process you use should be well rehearsed and all of the systems checked out long before the meeting begins. This includes insuring that the remote board member has the knowledge and the equipment to participate in the meeting. In suggesting this approach, I also know that these techniques do limit the exchange of ideas and therefore the wisdom of the board. While this will make the meeting possible, I don’t believe that you receive the same value for peoples’ time as when they are physically present in a face-to-face gathering.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

The bylaws of your organization will provide instruction about how many people must be present at a meeting so that there is a quorum. The quorum is legally required for the assembly to be able to carry out its business. Many chairs assume that since the bylaws describe what is the minimum number of members who have to be present that this is a form of policy that should guide the group in knowing what is an acceptable level of attendance. For Policy Governance boards (or any board that expects to govern with integrity), while the quorum provides a legal minimum number of people who must be present, this is poor instruction for the behavior of board members. This article argues that the board should set much higher standard of attendance than is required by the bylaw’s description of the quorum.

In the Governance Process section of the board’s policies, the board may consider some wording that speaks to the issue of expected attendance at regularly scheduled board meetings during their term of office. Members may be excused for extraordinary circumstances, but when a member is excused it should be reported in the minutes, and the board should be diligent in insisting that such absences are truly extraordinary. This expectation for attendance should be discussed when a member is recruited because this level of participation is not required in the case of most boards.

In this article I’ll explain why the board should work to achieve 100% attendance and I’ll suggest a way to make this possible even with everyone’s busy schedules.

Part of the philosophy of Policy Governance is that the board speaks with one voice or it does not speak at all. Technically this is true for any board, but it is a feature of Policy Governance that is recognized by the board, and it becomes a element of the board’s work that contributes to the integrity of the board’s products.

The whole system of Policy Governance, which includes cogent statements in four quadrants and with each quadrant containing a complete package of nested policies, is designed to achieve a body of work by the board that is complete, consistent and of high integrity.

The matter of attendance relates to the consistency and integrity of the board’s work, and specifically to the character of the board’s one voice. The issue is easy to understand if you think about it. If the people making a decision during today’s meeting are different from those who assembled at the last meeting, the wording and direction of the decision will also be different. The quality and nature of the board’s one voice will depend on who happens to be in the meeting at the time a motion is passed. While it is typical of many boards to have different members present at each meeting, it is nevertheless not appropriate. Therefore, the participants at each board meeting should be the same collection of people.

Can this really make a difference to the integrity of the board’s work? Of course it can. I’ve even seen meetings deliberately held when the leadership knew that certain people would not be able to attend and oppose some planned board maneuver.

With Policy Governance  the work of the board should be open and transparent. While I seldom find that boards are using the timing of meetings and the limits of the quorum for Machiavellian plots, I do see that the quality of the discussion that occurs during the deliberations is very much dependant on who shows up and is participating.

When the makeup of the board is different from one meeting to the next, the quality, integrity and consistency of the decisions of the board is substantially compromised.

Why, then, don’t all boards insist on 100% attendance at their meetings? Frankly, the function and purpose of most boards (except in times of crisis) is largely ceremonial. The usual job of a board that helps management by providing some wisdom and perspective, or asks a few probing questions before rubber-stamping the work of the senior staff, does not need full attendance at every meeting. As long as there is a quorum there is probably enough of the board present to provide an adequate degree of diligence and oversight. Policy Governance, as you know, requires real integrity with regard to its one voice.

Is 100% attendance achievable? The math suggests that a perfect attendance record is not possible. What is possible is that absences from board meetings are rare and are truly exceptional, and clearly excusable.

In writing this, I know that boards have to deal with the occasional emergency. I am referring to three kinds of situations that may not be easily delegated. The first is the loss and subsequent hiring of the CEO. The second is a catastrophic business miscalculation that threatens the future and existence of the organization. In both cases the associated emergency meetings of the board may have members missing, and necessary decisions must be made without full attendance. There is a third possibility that is rare, but is included here for completeness. Occasionally there are some matters for which the board is holding itself accountable (and not the staff); e.g. some fund raising or lobbying. In this case the board is acting like a committee, and as long as the board delivers what is required, perhaps the full board does not have to be present at each meeting where this work is addressed. All of these are exceptions, and such meetings should not include major long-term policy development or monitoring.

How can this high level of attendance be managed? First create the expectation among the members that not attending meetings for reasons of business pressures, family matters, or convenience is unacceptable behavior, and is simply not tolerated.

Second, plan the board’s agenda for the whole year in advance. This point is mentioned in all Policy Governance literature, but it must become a deliberate annual priority for the board. Once the dates are decided, then expect the board members to adhere to them.

Finally learn to use some of the modern electronic facilitation systems to allow members to participate fully without having to be present, personally, in the meeting room. This would include conference telephone calls and video chat. While the technology is currently available to make this possible, it seriously adds to the complexity of the meeting. Whatever process you use should be well rehearsed and all of the systems checked out long before the meeting begins. This includes insuring that the remote board member has the knowledge and the equipment to participate in the meeting. In suggesting this approach, I also know that these techniques do limit the exchange of ideas and therefore the wisdom of the board. While this will make the meeting possible, I don’t believe that you receive the same value for peoples’ time as when they are physically present in a face-to-face gathering.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

CEO’s Reasonable Interpretation — What is this?

A feature of Policy Governance is that the Board writes its policies, and then delegates all actions associated with ends and executive limitations to the organization’s CEO. In creating action plans and strategies to achieve the results required by the policies the CEO is granted the right to use any reasonable interpretation of the Board’s polices. There is sometimes difficulty knowing what this interpretation looks like, and how it should be worded in monitoring reports.

When working with boards, I instruct boards to pay a lot of attention to the CEO’s reasonable interpretation. When concluding the work of writing each policy the Chair, or the governance consultant, will ask the board, “Will you be satisfied with any reasonable interpretation of this policy?” If the answer is “Yes” then the work of the board in establishing this policy is done.

Now the work of the staff can proceed. Typically, this begins by the staff creating that reasonable interpretation. This is where I find some confusion about the process.

Why is this reasonable interpretation so important? I like to point out that the board’s policy likely describes the minimum that will be satisfactory to the board, and as policy, it does not have the detail of an action plan or a strategy. So, it is the CEO who decides what, exactly, will be delivered in response to the policy. The board writes the policy, but until the members read the reasonable interpretation in a monitoring report, they will not see what, specifically, will be delivered.

The confusion seems to arise as a result of the word, interpretation. Often I see that in the wording of the interpretation the CEO has rephrased the board’s policy using synonyms for the board’s words. While this may provide some information about how the staff has interpreted the policy, it does not make it clear to the reader exactly what is to be delivered.

In Policy Governance use of the word, interpretation does not mean, in other words. In the monitoring report, the part where the CEO provides the interpretation is actually a clear description of what the organization has or will deliver in response to the board’s policy. In formulating this strategy, the CEO has been granted any reasonable interpretation of the board’s words.

The policy expresses what the board values on this subject. The interpretation must be a clear description of how those values are to be realized by the organization.

In recent years advanced users of Policy Governance have added a significant new feature to this section of monitoring report: operational definitions. There is more discussion about this in the article, Express interpretations with operational definitions.

When the board members read the reasonable interpretation they should know how their policy was interpreted and what is or will be delivered. All they need to see now is the current accomplishment of that interpretation, and the data to support that, to know whether the organization is accomplishing what is should (or avoiding what it inappropriate).

A feature of Policy Governance is that the Board writes its policies, and then delegates all actions associated with ends and executive limitations to the organization’s CEO. In creating action plans and strategies to achieve the results required by the policies the CEO is granted the right to use any reasonable interpretation of the Board’s polices. There is sometimes difficulty knowing what this interpretation looks like, and how it should be worded in monitoring reports.

When working with boards, I instruct boards to pay a lot of attention to the CEO’s reasonable interpretation. When concluding the work of writing each policy the Chair, or the governance consultant, will ask the board, “Will you be satisfied with any reasonable interpretation of this policy?” If the answer is “Yes” then the work of the board in establishing this policy is done.

Now the work of the staff can proceed. Typically, this begins by the staff creating that reasonable interpretation. This is where I find some confusion about the process.

Why is this reasonable interpretation so important? I like to point out that the board’s policy likely describes the minimum that will be satisfactory to the board, and as policy, it does not have the detail of an action plan or a strategy. So, it is the CEO who decides what, exactly, will be delivered in response to the policy. The board writes the policy, but until the members read the reasonable interpretation in a monitoring report, they will not see what, specifically, will be delivered.

The confusion seems to arise as a result of the word, interpretation. Often I see that in the wording of the interpretation the CEO has rephrased the board’s policy using synonyms for the board’s words. While this may provide some information about how the staff has interpreted the policy, it does not make it clear to the reader exactly what is to be delivered.

In Policy Governance use of the word, interpretation does not mean, in other words. In the monitoring report, the part where the CEO provides the interpretation is actually a clear description of what the organization will deliver (or has delivered) in response to the board’s policy. In formulating this strategy, the CEO has been granted any reasonable interpretation of the board’s words.

The policy expresses what the board values on this subject. The interpretation in the monitoring report must be a clear description of how those values are to be realized by the organization.

In recent years advanced users of Policy Governance have added a significant new feature to this section of monitoring report: operational definitions. There is more discussion about this in the article, Express interpretations with operational definitions.

When the board members read the reasonable interpretation they should know how their policy was interpreted and what is or will be delivered. All they need to see now is the current accomplishment of that interpretation, and the data to support that, to know whether the organization is accomplishing what is should (or avoiding what is inappropriate).

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

We are a Policy Governance board and we are not allowed to talk to you

I have heard staff members, union members, client groups, and other stakeholders complain that a board member told them that the board is not allowed to talk to them because the board is a Policy Governance® board.

Is this true?
In a word: No.

With Policy Governance, the board should be able to govern with transparency and integrity. As a general rule: as long as meetings and conversations do not subvert accountability, anyone or any group can talk to anyone or any group.

When the board decides not to use some of its precious governing time listening to an individual or a group, that is the board’s choice, not a requirement of Policy Governance.

At the same time, there are some issues relating to a Policy Governance board’s choice to listen to an individual or group. It would be helpful if those who wish to speak to the board, or lobby individual board members, understood these issues.

Review of Accountability in Policy Governance
All of the issues have to do with accountability. To review:

• The board is accountable to that cohort of the community that the board has identified, in policy, as its ownership.
• The CEO (regardless of the title of that person) is accountable to the board.
• The staff and volunteers (not including the board) are accountable to the CEO (regardless of the official title of that position).
• The board has delegated the management of staff and clients to the CEO. In doing so, the board has written specific policies regarding the treatment of staff and clients.

Ownership vs. Lobbyists
The board needs to find ways to know the mind of its owners and must be able to distinguish between the needs of the owners and the needs of lobbyists. There is often some confusing overlap between the two cohorts, which often include staff members, volunteers or clients. While it is true that the board is technically accountable to its community (the ownership), the ownership cohort seldom takes a form that can truly hold its board accountable. So, for the most part, the board is usually holding itself accountable. If it is doing its job well, it is linking with its ownership, and it is ensuring that it is adhering to its own policies regarding how it will govern.

Everyone knows the board is at the top of the hierarchy of the organization, and regardless of how open and democratic the board would like to be, the board has the ultimate authority. If I am a member of the community, the staff, the union, or anyone else who may not like the way something is happening with this organization, I know that if I can convince the board to fix my problem — as long as it is legal — the board has the power to command whatever remedy or action it chooses. Policy Governance does not deny the board the right to wield this power; but the board has imposed upon itself some policies regarding how it has chosen to delegate that authority. It is only in exceptional situations that a Policy Governance board will ‘fix’ a situation with an edict.

Listening to Staff and Lobbyists
No wonder people want to lobby the board to express their concerns with the hope that the board will solve a problem. It can.

People either want to speak to an individual board member, or they want to address the whole board. The response is not a matter of what Policy Governance allows, but what the individual board member or the whole board chooses do do. Therefore, in my opinion, it is incorrect to tell someone that they will not be heard because Policy Governance does not allow it. If the individual, or the board, chooses not to hear the individual or the delegation, it would be better to explain why the board will not listen.

Advice to board members who are being petitioned by individuals or group:

• It is seldom a good idea to turn a deaf ear to members of the community. That said, always remember that you are a fiduciary for the ‘ownership.’ You act in the interest of that cohort.
• As a member of the board, beware of becoming a champion for those who are managed or served by your staff, especially if your policies are being reasonably addressed.
• Interpret situations that arise in terms of your board’s policies. Is what you are hearing a good reason to rethink the policies? If not, explain the policy(ies) to the petitioner.
• Do not waste the board’s time. Regardless of how interesting or poignant the story is, do not bring it to the board unless it is an issue for the board. If it is covered by your policies (or the staff policies and procedures that are consistent with your policies), and it belongs to the staff, you will subvert the accountability of your CEO by interfering.
• Know your policies that deal with the treatment of staff and clients.
• Sometimes it is just good politics to hear an individual or group. That is okay as long as you do not ignore your own policies because someone is seeking a remedy from the board. Your situation may be very political, and in writing this, I know that lobby groups do not always play fair.

Advice to those who wish to take their case to the board:

• Read the applicable board policies. In what way are the existing policies not adequate? Likely the board will be interested in learning how it might write more effective policy.
• is your situation truly a special case, or is it an example of inadequate behaviour of the organization? If the board has appropriately addressed the situation in policy, and you simply do not like the way that the staff has interpreted the policy, as long as the staff’s interpretation of the policy is reasonable, the board will have reasonable grounds for declining to hear your petition.
• Have you exhausted all of the avenues that the staff has created for addressing your situation. Until you have, the board will probably not hear your case.
• You will have a right to address the board if you have exhausted the existing provisions for your case, AND you can demonstrate a legitimate reason to believe that the organization is in violation of one or more of the board’s policies.
• Don’t expect a quick fix. If your situation arose as a result of a real inadequacy in the board’s policy, the remedy will probably be that the board will change its policy. It may take a number of meetings to accomplish this. Only if your situation is urgent, and a stop-gap measure is required, would the board consider a temporary edict to deal with your situation. The board will want to write new policy so that this edict does not become policy-by-appeal.
• With Policy Governance, the board has delegated the management of staff and clients to the CEO. While the board might be persuaded to amend its policies related to this delegation, it would subvert the authority it has granted to the CEO by approving a unilateral remedy to a petitioner. The board is not likely to do that.
• Don’t waste the board’s time. Consider making your case in a written statement. Focus on the board’s applicable policies rather than your plight. The board members will be more interested in seeing that situations such as yours do not arise again than they will be in your individual case.

To summarize the issues:

• The board has the ultimate hammer: edict. Lobbyists know this. If the board chooses, it can solve the lobbyist’s problem with a resolution. Probably the board will not do this.
• The board has limited time for its job. Usually nonprofit boards are volunteers, and they are willing to give the task only a certain amount of time. To be efficient, the board must use triage to decide what it will deliberate during that time. If the board is in touch with its community, and feels that it knows what the community it serves wants, it will have little time to hear lobbyists (such as the union, an unhappy member of staff, or an unhappy client).
• If the board decides to hear a delegation or an individual, the question in the board’s mind will be, “is this situation covered by one of our policies?” If the answer is yes, the board will take no further action. If not, the only requirement is for the board to decide whether the situation calls for a new policy or an alteration to an existing one. While the board listens to the delegation, the board members as fiduciaries will be thinking: would the people we represent (owners) want us to take action? In other words, the board will be concerned more with the needs of the ownership than the plight of the delegation.

Since Policy Governance is so open and transparent, there will be many people who have a stake in the organization, who will have read the policies, and who will believe that they could write better policies or who would like the board to take unilateral action on their behalf. It is not always wise use of the board governing time to listen to all of these people. The board must listen to its ownership, and it should do this deliberately, and on its own schedule.

True knowledge of the ownership will give the board confidence in deciding whether it needs to hear from an individual or group who is trying to petition the board.

© 2007 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

Technorati Tags: board, board member, Policy Governance

Implied Policy

If you have people who are accountable to you, you don’t need to formally issue policy statements to create policy. Parents, bosses, boards, government administrations, etc. are producing implied policy all of the time.

Every time someone, or some administrative body, issues a decision, all of the people who are stakeholders in that decision will not only attend to the decision itself, they will also try to asses the implied values or policies that were used to create this decision.

[If you cannot see the remainder of this article, click on the title... ]

Technorati Tags: implied policy, Policy Governance, policy

Writing Ends is an iterative process

Over the years I have worked with different groups on strategic plans, marketing plans, business plans, mission statements, vision statements, and during the past decade: Ends policies. I once watched a strategic planning process that took over two years to craft a huge and elegant plan — but the final result was actually impractical and dysfunctional. Most groups spend too long trying to make the plan perfect. [If you cannot see the rest of this article, click on the title... ]

Technorati Tags: Ends, Policy Governance, strategic planning