1. Board
Governance
Training
by Michelle Wolf

2. Board Governance and Leadership
1. Board
Du+es,
Liability
–
The
dry
stuff
2. Typical
Board
models
3. Board
“Do’s
and
Don’ts”
4. Quali+es
of
great
Board
directors
5. Running
Great
Mee+ngs
6. Strategic
Planning

3. Being a Board Director
• Informa+on
is
coming
from
non-­‐profit
sector
governance
and
common
law
in
Canada
(not
corporate)
• Important
to
note
that
most
legal
obliga+ons
are
the
same
regardless
of
the
type
or
size
of
your
organiza+on,
and
whether
or
not
your
are
officially
incorporated
• Risks
and
obliga+ons
shouldn’t
hold
you
back,
but
nor
should
they
be
taken
lightly

4. Fiduciary Duty
• You
have
various
du+es
and
responsibili+es
as
a
non-­‐profit
Board
member
• One
of
the
most
fundamental
is
the
responsibility
to
act
on
behalf
of
the
organiza+on
as
a
whole,
even
at
the
expense
of
your
own
self-­‐interest
• This
is
known
as
your
‘fiduciary
duty’
• (Also
called
‘Duty
of
Loyalty’)

5. Three Basic Director Duties
• Duty
of
Loyalty
/
Fiduciary
Duty
o A
Board
acts
as
one
en+ty.
Loyal
directors
support
the
decisions
of
the
Board,
even
if
they
might
not
personally
agree
with
the
decisions
and
might
not
have
voted
in
support
of
a
decision
at
a
mee+ng
• Duty
of
Diligence
• Duty
of
Obedience
• Liability
–
failure
to
fulfill
these
du+es

6. Liability
• Avoid
liability
through
risk
management
• Based
on
knowing
your
organiza+on
and
it’s
policies,
by-­‐laws,
and
rules
and
regula+ons
well
• Risk
management
involves
an+cipa+ng
risk/harm/
problems,
taking
prac+cal
measures
to
minimize
risk,
and
if
harm
does
occur,
assuming
risk
and
taking
measures
to
lessen
the
impacts
• Examples
of
common
areas
of
risk:
training
staff
and
volunteers;
facili+es
and
equipment;
events
and
markets;
documenta+on
of
mee+ngs
and
processes;
repor+ng
requirements

7. Directors Information Package
• Ask
prospec+ve
Board
members
to
think
about
their
reasons
for
wan+ng
to
become
a
Board
member.
Do
they
have
the
+me,
interest,
commitment
and
skills
required
to
do
the
job
well?
Clarify
what
these
are
and
give
people
+me
to
reflect.
• Ask
them
to
learn
about
your
organiza+on.
Consider
how
is
it
perceived
in
your
community?
Share
mission,
ac+vi+es,
rules
and
regula+ons.
• Provide
wrifen
job
descrip+ons
for
each
Board
posi+on

8. Directors Information Package
• Provide
educa+on
to
prospec+ve
Board
members
on
their
legal
du+es
(discussion
papers,
Board
manuals,
etc)
• Share
informa+on
about
the
other
Board
members.
Ask
people
to
assess
‘fit’
• Ensure
the
Board
has
director’s
insurance
• Consider
adop+ng
a
Conflict
of
Interest
Policy
as
well

9. Types of Boards
I. No
Staff
&
Working
Board
II. Coordinator
&
Working
Board
III. Manager
or
ED
&
Policy
Board
• Tend
to
grow
from
first
to
third
with
age
and
size
• Way
to
build
financial
and
organiza+onal
sustainability
is
to
get
to
3rd
model
as
quickly
as
possible
• There
is
no
such
thing
legally
as
a
“working
Board”.
Boards
are
policy
and
governance
en++es.
Your
job
is
to
‘direct
and
protect’
(not
handle
procedures).

10. Policies and Procedures
• A
policy
is
based
on
WHY
your
organiza+on
exists
–
your
values
and
mission,
and
it
describes
WHAT
we
want.
For
example:
• Local
produc+on
-­‐
100%,
80%,
certain
radius,
etc
• Low-­‐cost
childcare
alterna+ve
for
families
in
our
county
• The
procedure
describes
HOW
we’ll
manifest
our
‘what’
–
how
it
is
actualized
and
brought
to
life
• %
of
sales,
sales
data,
produc+on
charts,
field
crop
acreages,
farm
visits,
signage
requirements,
etc
• Coupon
program,
obtain
subsidy
grants,
etc.
• Boards
develop
policy,
Boards
and/or
Staff
develop
procedures,
Staff
implements
procedures

11. ED/Manager or Coordinator ?
• Difference
is
in
who
makes
decisions
and
sets
work-­‐plans
• Coordinators
work
under
a
manager
(or
the
Board,
if
they
are
the
only
staff)
on
projects,
budgets
and
work-­‐plans
that
have
been
set
by
the
Board
– Limited
decision-­‐making
and
autonomy
• ED
/
Managers
work
under
the
Board
on
projects,
work-­‐plans
and
approved
budgets
that
they
determine
and
implement
– Given
autonomy
to
handle
opera+onal
and
day-­‐to-­‐day
management
side
of
the
market

12. Board Member – Do’s & Don’ts
• Do
concern
yourself
with
whether
your
organiza+on
is
achieving
its
mission
and
goals,
maintaining
high
standards,
complying
with
policy,
and
remaining
fresh,
crea+ve,
and
innova+ve
• Don’t
micromanage
or
get
caught
up
in
opera+onal
details*,
don’t
direct
staff
on
market
day
or
outside
of
mee+ngs,
don’t
mistake
your
job
as
one
of
‘managing
the
details
of
running
the
organiza+on’

13. Board Member – Do’s & Don’ts
• Do
focus
on
policy.
Where
staff
will
be
responsible
for
implementa+on,
ensure
they
are
involved.
• Don’t
focus
on
opera+onalizing
or
implemen+ng
policy
where
it
has
been
leo
up
to
staff.
If
it
can
be
done
your
way
or
theirs,
give
staff
the
benefit
of
the
doubt
and
let
them
do
it
their
way.
It’s
their
job.

14. Board Member – Do’s & Don’ts
• Do
raise
hard
issues,
ask
penetra+ng
ques+ons,
and
press
for
the
ra+onale
behind
plans
or
decisions
at
mee+ngs.
State
your
opinion
but
support
the
majority’s
decision
once
it’s
been
made.
• Don’t
avoid
conflict
in
the
boardroom
by
sharing
your
disagreements
only
with
like-­‐
minded
Board
members.
At
the
same
+me,
don’t
rehash
issues
or
keep
pressing
in
areas
where
your
views
will
not
prevail.

15. Board Member – Do’s & Don’ts
• Do
remember
that
staff
neither
reports
nor
answers
to
individual
Board
members.
They
are
accountable
only
to
the
Board
as
a
whole.
(Assign
a
single
point-­‐person
on
the
Board.)
• Don’t
forget
that
when
you,
as
a
Board
member,
are
volunteering
to
do
opera+onal
or
organiza+on-­‐related
work,
you
do
so
under
the
direc+on
of
staff,
not
the
Board

16. Board Member – Do’s & Don’ts
• Do
formally
evaluate
staff
performance
once
every
year
or
two.
Thank
and
acknowledge
them.
‘Compensa+on’
is
broader
than
wages
and
benefits.
• Don’t
cri+cize
staff
except
in
appropriate
boardroom
sessions
or
through
an
evalua+on
process.
Use
outside
mediators
early
to
assist
when
Board
and
staff
are
running
into
conflict-­‐
resolu+on
challenges.

17. Board Member – Do’s & Don’ts
• Do
afend
Board
mee+ngs.
If
you
think
the
mee+ngs
don’t
make
valuable
use
of
your
+me,
let
the
chair
know.
Par+cipate
ac+vely
on
at
least
one
Board
commifee,
or
in
an
important
area
where
your
market
could
use
your
help.
• Don’t
remain
on
the
Board
unless
you
are
going
to
be
an
ac+ve,
contribu+ng
member.
Don’t
agree
to
do
things
you’re
not
prepared
to
follow
through
on.

18. Board Member – Do’s & Don’ts
• Do
make
sure
you
contribute
more
to
the
market
in
terms
of
+me,
work
and
money
than
you
take
from
it.
The
market
is
an
organiza+on
beyond
it’s
‘use’
to
you.
Do
go
to
all
fundraising
events
and
community
ac+vi+es
put
on
by
your
market.
• Don’t
make
unnecessary
demands
on
staff
and
don’t
ask
for
special
favours.
Don’t
assume
other
people
will
see
the
value
in
your
organiza+on
and
it’s
fundraisers
and
events
if
you
don’t.
Be
an
example
of
how
a
great
Board
member
contributes.

19. Board Member – Do’s & Don’ts
• Do
focus
on
your
organiza+on’s
needs
as
a
whole.
Remember
that
even
if
you
are
on
the
Board
to
represent
a
certain
stakeholder
or
perspec+ve,
your
foremost
duty
is
not
to
‘represent’
anything
but
the
organiza+on’s
best
interests
as
a
whole.
• Don’t
always
advocate
for
only
one
issue,
one
cons+tuency,
one
area
of
decision-­‐making,
or
one
part
of
the
organiza+on
or
it’s
programs.

20. Board Member – Do’s & Don’ts
• Do
rely
on
ad
hoc
and
standing
commifees,
and
a
general
volunteer
base
for
opera+onal
ac+vi+es,
to
get
much
of
the
work
done
that
supports
your
organiza+on.
The
Board’s
actual
focus
is
quite
small
and
specific.
• Don’t
have
commifee
or
volunteer
mee+ngs
unless
there’s
something
important
for
the
commifee
to
do.
Without
a
clear
purpose
for
each
mee+ng,
they
are
simply
a
drain.

21. Board Member – Do’s & Don’ts
• Do
act
as
an
ambassador
and
champion
for
your
organiza+on.
Promote
it
to
the
people
and
communi+es
you
interact
with.
Listen
to
what
people
say
about
your
organiza+on
and
discuss
it
at
Board
mee+ngs.
• Don’t
speak
for
the
Board
or
the
organiza+on
except
when
explicitly
authorized
to
do
so,
and
don’t
gossip
or
speak
badly
of
your
organiza+on,
Board,
or
staff.
Respect
the
confiden+ality
of
Board
mee+ngs.

22. Board Member – Do’s & Don’ts
• Do
adhere
to
Board
member’s
terms,
and
use
the
nomina+ng
process
as
an
opportunity
to
assess
Board
members’
performance.
• Don’t
automa+cally
re-­‐nominate
Board
members.
Disengaged
members
may
be
staying
on
out
of
guilt
when
they
would
really
love
the
chance
to
leave
gracefully.
Domineering
members
do
not
make
a
fruiqul,
thriving
Board.

23. Qualities of Awesome, Effective
Board Members
• Let’s
generate
a
list
together
• What
quali+es,
personality
traits,
behaviours,
and
artudes
make
for
people
who
are
effec+ve
on
Boards
of
Directors?

24. Common Problems &
Misconceptions
• Board
members
are
board
members
even
outside
of
the
boardroom
• I
am
represen+ng
[insert
group]
on
the
Board
• Our
market
manager
or
execu+ve
director
reports
to
me
• Confusion
between
policy
and
procedures
• I’m
sick
of
our
monthly
bored
mee+ngs

25. Have Board Meetings That Matter
• Know
why
you
are
holding
the
mee+ng,
what
your
goals
are,
and
what
actual
decisions
need
to
be
made
• Batch
and
bundle
• Get
outside
facilitators
when
you
can
• Use
agendas
(not
all
the
same;
they
should
speak
to
the
issues
and
ques+ons
above)
• Avoid
the
‘carrot
and
potato’
show
• Pick
ripe,
juicy
topics
&
frame
a
ques+on

26. Have Board Meetings That Matter
• Make
dollars
and
sense
• Drop
your
defenses
• Clarify
the
goal
for
each
item
–
policy
versus
opera+ons
• Create
a
culture
of
ques+oning
• Make
afendance
count
• Follow-­‐up
–
each
person
should
leave
with
next
steps
• Thank
people

27. Why do Strategic Planning?
• Builds
cohesion
between
Board
members
and
staff
• Serves
as
a
compass,
always
keeping
your
north
star
in
sight
• Allows
for
befer
decision-­‐making
(both
policy-­‐
wise
and
procedurally)
• Builds
understanding
and
trust
in
your
rela+onships
with
your
community

28. Conclusion and Summary
• Your
work
mafers…
and
you
mafer
• Board
governance
is
about
loving
policy
and
processes,
and
keeping
your
organiza+on
legally
and
financially
afloat
• Day-­‐to-­‐day
opera+ons
aren’t
Board
issues
• People
respecqully
using
their
natural
strengths
come
together
to
form
great
teams
• Your
organiza+on
serves
you
as
a
volunteer
member
(hopefully),
and
you
serve
every
single
member
as
a
Board
member
• Great
Boards
have
great
mee+ngs
• Invest
in
planning
and
crea+ng
the
documents
you
need
to
be
successful

29. One Juicy Question
• Create
one
really
wonderful
ques+on
that
your
board
or
another
board
could
use
at
their
next
board
mee+ng
to:
– Probe
an
issue
that’s
been
bothering
the
group
– Inspire
crea+ve
problem-­‐solving
around
an
issue
– Build
group
cohesion
– Etc.
• Great
ques+ons
can
be
tricky
to
generate!