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.

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