circle of friends - board governance section · national study of board governance practices in the...

governance

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Sandi L. Humphrey, cae, served as a not-for-profit executive for over twenty years, twelve of which were as executive Director of the ontario association of Police Services Boards. During that time, the pursuit of board effectiveness occupied a significant amount of Sandi’s time, as police board members relied on their association to provide information and training to help them govern their local police services.

For the past fifteen years, Sandi’s firm, Board Know-How (www.boardknowhow.com) has provided consulting services to the association and not-for-profit community, with a particular emphasis on board governance, association structure, strategy and accountability.

Sandi also serves as an instructor in the canadian Society of association executives’ certified association executive (cae®) program. She is co-author of Best Practices and Tools for Not-for-Profit Boards, the Guide to Positive Staff-Board Relations for Directors of Not-for-Profit Organizations, Guide to Effective Committees for Not-for-Profit Organizations, and Canadian Association Management, the definitive source of information on leadership, latest developments and best practices in the not-for-profit sector.

SanDI L. HUMPHreY, cae

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GOVERNANCE | SECTION ONE: ONTARIO PARKS – WHO DOES WHAT? 2

SECTION ONE: ONTARIO PARKS – WHO DOES WHAT?

Ontario Parks Structure

The Ontario Parks organization is under the responsibility of the Managing Director’s office. The Managing Director is accountable to senior management of the Ministry of Natural Resources, and ultimately to the Minister of Natural Resources, and the Office of the Premier.

The Managing Director of Ontario Parks oversees four key management sections: Marketing and Communications; Operations & Development; Business and Finance; and, Zone Management.

Each section manager holds responsibility over their staff and their respective mandates. Mandates and direction flows through the Managing Director’s office into the various sections of Ontario Parks, including Zone offices and down to Park superintendents responsible for park management.

Within the Marketing and Communications section, a corporate partnership program supports development of new Friends groups, along with the internal policy and legal agreements impacting current Friends organizations.

Friends’ groups report directly to Park Superintendents who manage the associated park. It is critical that Park Superintendents are actively engaged with friends organizations, and that friends have a strong working relationship with Park Management. Two-way communication is key to a solid relationship between the Board and Park Superintendent, as is ensuring both understand and adhere

to their distinct and separate role and responsibilities. It is expected that every Friends Board would appoint the Park Superintendent or his/her designate as an ex-officio Board member (attends all meetings but does not have voting privileges).

The organizational chart on the following page may help all involved better understand where they fit in to the overall structure.

Friends Groups

Friends Groups are important partners within the Ontario Parks structure and have a distinct and separate role to play from that of park management. The key responsibilities of Friends are:

• To supplement and enhance the educational, recreational, research and resource protection activities of Ontario Parks (via an Ontario Parks Friends agreement);

• Offer Ontario Parks important opportunities to augment revenue streams and resources to achieve the Ontario Parks mandates;

• As not-for-profit, registered charities, leverage public and private funds to support environmental priorities, natural and cultural interpretation, active and healthy lifestyle initiatives, and undertake work that Ontario Parks cannot do alone; and,

• Contribute to the Ontario Parks mandate and visitor experience.

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Ontario Parks Corporate Structure

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SECTION TWO: WHAT IS GOVERNANCE?

Misconceptions about governance

Boards of all kinds are getting greater media attention these days, and in most cases, the coverage is negative in nature. Regardless of whether they are public sector, corporate or not-for-profit, Boards of Directors have an important job to do – if the Board fails, the organization it governs will suffer as well.

As a direct consequence of these failures, there has evolved a greater understanding on the part of Boards, and those that appoint and work with them, that more attention needs to be paid to helping Boards and Board members gain a better understanding of their obligations and responsibilities. In the 21st century, Board orientation, training and evaluation are quickly becoming the norm rather than the exception.

For too long, many Boards have been left to “figure it out” on their own. Making assumptions about what governance is and is not has not served those Boards well. The provision of resources, such as this guide, as well as information and training on governance, will help raise the odds that those who join Boards out of a sincere desire to make a difference will have a better chance of doing so.

“If one is not taught how to govern, one will not govern.”

Sandi L. Humphrey, CAE

Board Know-How!

The difference between governance and operations

While a wide range of definitions of governance exist, the following definition provided by Wikipedia is clear and concise.

Governance is the activity of governing. It relates to decisions that define expectations, grant power, or verify performance. It consists either of a separate process or of a specific part of management or leadership processes. In the case of a business or non-profit organization, governance relates to consistent management, cohesive policies, processes and decision-rights for a given area of responsibility.

The stakeholders or members of a not-for-profit organization delegate the authority to govern and manage to the Board through the bylaws. The Board then delegates to others (e.g., to a Chief Staff Officer, Board committees, consultantsand/or individual volunteers), clearly defines the expectations of those to whom it delegates, and monitors to verify performance. The work the Board delegates to others is considered operational. In other words, governance is the act of determining what needs to be done, and operations is the actual work.

Even if a Board has no staff and as a result performs administrative or operational tasks, governance (establishing goals and policies and monitoring progress and compliance) is not an option.

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Governance models

Governance is a hot topic these days, and as a result, governance consultants are introducing their own unique models at an unprecedented pace. If one examines them all, however, it becomes evident that there are really two distinct governance models with varying degrees of difference: the administrative model and the policy model.

The administrative governance model is consistently applied to newly formed or smaller organizations where there are no employees. In this particular model, the Board not only determines what will be done, but individual members of the Board are actively involved in performing that work. As the organization grows and staff are employed to assume administrative functions, Board members who once performed the actual work often continue to see their task as “helping” the staff do their job, or telling them specifically how to do it. Often times this results in duplication of effort, slow decision-making, and differing points of view about who (the staff or the Board) should be doing what.

No doubt in response to the above, John Carver introduced his Policy Governance Model in the 1980s. Carver’s governance model is widely known and has been embraced by many for-profit and not-for-profit organizations throughout the world. Essentially Carver advocates that Boards define “what” the organization will do, establish policy on the roles and authorities of various players (the Board, the Chief Staff Officer, the Chair), and monitor compliance with those policies.

Carver employs the term “ends” to describe the strategic goals of the organization or the “what” (e.g. increasing tourism visitation to the region from the U.S. by 10%). He

utilizes the term “means” to describe the parameters or rules established to guide staff as they pursue the goals or “ends”.

Ask anyone who has been on a Board that employed the Carver model of governance what they think of it and they will respond with either great enthusiasm or express great disappointment. But what governance experts continue to find are Boards who believe they are embracing a policy governance model (Carver or otherwise), but who are failing in one particular area, that of monitoring compliance with the policies they have adopted, and/or neglecting to amend their policies when indicators suggest there is a need to do so.

Good governance has certain principles that are common across the public, private, and non-profit sectors. These are transparency, clear allocation of roles and responsibilities, financial probity, accountability, and looking at outcomes. Recognize that the principles of good governance apply to all organizations regardless of their size. The structure will have to be tailored to the institution depending on its size, but the principles remain the same.

The Honourable Bob Rae

National Study of Board Governance Practices in the Canadian Non-Profit and Voluntary Sector, Strategic Leverages Partners Inc., Centre for Voluntary Research and Development, 2006

There is a flawed understanding of the Carver model among many – a belief that a Board employing the Carver model is limited solely to determining “what” the organization will do (i.e. ends), leaving staff to determine “how” those outcomes will be accomplished (i.e. means). Not so. The Board has a critical role with respect to the means. It must establish the rules

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and make the authorities of everyone clear. It does that through the establishment of documented policy. This ensures that everyone is clear about the rules and limitations placed on them as they pursue the ends.

The job of a Board in any organization is to make it clear to everyone involved in the organization, particularly those to whom they delegate administrative or operational tasks, what success will look like, and monitor progress on an ongoing basis. That’s a challenging yet rewarding task for those who are willing to roll up their sleeves and be visionaries.

SECTION THREE: THE ROLE OF THE CHAIR AND OTHER OFFICERS

The role of the Chair

The Chair’s primary job is to manage the Board. S/he is responsible for the preparation of meeting agendas that focus on issues of priority to the Board. The Chair also manages Board meetings,ensuring issues are addressed appropriately, that discussion moves along, and, that each Board member has an opportunity to contribute (see Section Seven: Effective Board Meetings, for further detail).

An organization’s bylaws normally contain provisions setting out the role and responsibilities of the Chair – they range from a simple clause indicating the Chair shall facilitate at Board meetings,

to multiple clauses that set out detailed responsibilities. Whether or not the organization employs staff will also have an impact on the responsibilities that fall to the Chair (or other Officers for that matter).

Regardless, every governance model compels the Board to clearly set out in policy a documented job description to guide the occupant of the critically important position of Board Chair, and constantly monitor compliance with same. Doing so will reduce the chance that a current or future Board Chair doesn’t make assumptions about what their job entails by acting beyond the Board’s comfort zone or fails to perform a function the Board assumed was well in hand.

The role of the Treasurer

Similar to the Chair, the bylaws may or may not set out responsibilities for the Treasurer in detail. If an organization employs administrative staff, the bookkeeping and reporting function is commonly delegated to staff, with the Board confining its financial activities to approving an annual budget, receiving and approving financial reports generated by staff or the auditor, and monitoring compliance with the Board’s financial policies. Again, a clearly documented job description for the Treasurer is highly recommended so the occupant is clear before accepting the position what the job entails andthe financial competency required, and is not forced to make assumptions about what the job is or is not.

Other officers

Many organizations elected Officers to the position of Secretary and Vice-Chair. As with the other officers cited above, it is important that policy is established making it clear what responsibilities fall to those elected to those offices.

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Officer leadership

Those elected to serve as Officers should lead by example. They should be ever mindful of how they conduct themselves, acting as they would expect others to act when conducting organizational business.

As example:

• Berespectfulofothers

• HonourcommitmentstotheBoardandthe organization

• Promotetheorganizationandthegreatwork it does

• DealwithproblemsandissuesattheBoard table rather than in the parking lot

SECTION FOUR: BEST PRACTICES IN GOVERNANCE

Monitoring internal and external trends

Boards can’t make informed decisions in an information vacuum. Many Boards get embroiled in trivial discussions because the information attached to their agenda isn’t well considered. A Board needs to give considered thought to the type and frequency of information it needs to fuel good Board discussion and decision-making.

A critical Board responsibility is that of determining organizational priorities. What follows are some samples of the types of internal and external information the Board should be seeing on their meeting agendas.

INTERNAL TRENDS AND ISSUES EXTERNAL TRENDS AND ISSUES

Datatrackingsalesorfundraisingrevenuesovera number of years

Statistics Canada data reporting on traveller statistics, demographic trends, etc.

Stakeholder data (i.e. number of members, members by category) over a number of years

Research, articles and reports focused on the not-for-profit sector citing best practices

Historical financial data (i.e. comparing organizational revenues and/or expenditures over a period of years)

DatafromaGovernmentagencyorMinistryspecific to the parks or tourism sector (e.g., travel intention studies, shifts in travel patterns, traveler motivation studies).

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Establishing and prioritizing strategic goals (the strategic plan)

One of the Board’s most important deliverables or products is a strategic plan. Essentially, the plan sets out, “this is who we are, this is our reason for being, these are our values, this is our vision, and here are the things we are going to do to achieve that vision”. (See Appendix A: 2012 Friends of Killarney Park Strategic Plan for an example.)

A typical planning session or retreat lasts a full day. Considerable research on member and/or stakeholders needs as well as internal and external trends should be undertaken prior to the session - Board members would be expected to have reviewed the internal and external analysis and other research prior to arrival at the session. Many Boards opt to employ an external facilitator to guide them through discussion and keep them focused on the identification of strategic goals – in many cases, those same facilitators are well equipped to conduct your pre-session member needs survey and an external environmental analysis.

It is important that the Board acknowledge member and/or stakeholder input into the plan. Saying “thank you for your input” and letting people know that their input was the driving force behind the goals contained in the resulting strategic plan is critically important. After all, the plan clearly and concisely sets out who you are, and what you are planning to do in response to the needs of your stakeholders.

Once your plan is established, your focus turns next to the implementation and evaluation of your strategic goals. It is here where performance indicators come into play. Performance indicators are measures used in the process of establishing,

evaluating and implementing your organization’s strategic direction. Every strategy contained in your plan is designed to help you achieve a certain outcome. The Board needs the ability to measure progress and results. It achieves that ability by establishing performance indicators for each of the goals contained in its strategic plan.

Characteristics of performance indicators include:

• Theyarecriticalindicatorsofsuccessfrom a stakeholder point of view;

• Theycanbemeasuredwithouttheneed to establish complex and costly measuring systems;

• Theyspeaktothevalue-addedcontribution of the organization;

• Theyarereliablewaysofmeasuringresults; and

• Themeasurementisrecognizedasvalidby others in the same business.

Constant monitoring of key performance indicators can serve as an early warning system – it can alert the Board to a need to alter a strategy and/or identify opportunities for improvement.

The successful implementation of your strategic plan demands a commitment to monitoring. It is also prudent to let your stakeholders know what you are doing by sharing your key performance indicators. Doing so can help eliminate rumours and ultimately result in a stronger relationship with those you serve.

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Establishing the rules (policy)

Those Boards who have failed to establish comprehensive governing policy, and those who fail to keep their policy top of mind at Board meetings, often end up doing the following.

• Repetition: The same or similar items continue to appear on the Board agenda, meeting after meeting, or year after year, and generate the same protracted discussion. The establishment of policy can eliminate a lot of repetition.

• Approval: Boards become preoccupied with approving actions on the part of staff or volunteers. This commonly seen practice not only slows down progress, but it moves responsibility for outcomes of those decisions from others to the Board itself. Boards stuck in the approval cycle need to ask themselves why they feel compelled to approve the actions of staff, committees or other volunteers, and establish policy in response to their real concerns. For example, if the Board feels compelled to approve any action that will incur an expense (i.e. the purchase of a new piece of equipment or technology), the Board needs to discuss and identify precisely what it is worried about. Are they worried that too much will be paid for that technology? If so, establish a Board policy that binds everyone to seeking a minimum of three competitive bids on any expenditure over a specified amount, and monitor compliance with that policy.

Merriam-Websterdefinespolicyas:adefinitecourse or method of action selected from among alternatives, and in light of given conditions, to guide and determine present and future decisions.

Sound policy is a key component of successful governance. It is through policy that the Board makes its intentions known. There are a number of areas in which Board policy is required.

Policy relative to the role and authorities of the Board and individual Directors

Documenting the role of the Board and the responsibilities and expectations of individual Directors makes good sense. Not only does such policy help ensure the Board conducts its business ethically and consistently, documented policy respecting the role of the Board serves as a great resource in the orientation of new Board members. Commonly seen Board policies in this area include: code of conduct; conflict of interest; the role of the Board; and, the Board/Chief Staff Officer relationship. Many of these issues are covered in greater detail in other sections in this guide.

Policy relative to the role and authorities of the Chair and other officers

As discussed in Section Two, it is important that the Board establish policy that clearly defines the role of the Chair and other Officers. Failure to do so may result in duplication of effort and confusion among the Officers themselves, Board members, volunteers and staff. A lack of clear job descriptions makes it difficult for the Board to hold Officers accountable for their performance. These documented policies are also helpful to those who may be interested in assuming an Officer position at some point in the future.

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Policy (rules) to guide the Chief Staff Officer on a daily basis (i.e., financial management, financial planning, staff treatment, etc.)

If the Board delegates the responsibility to manage the organization to a Chief Staff Officer (e.g. Executive Director), the Board must be clear about its expectations.In these circumstances, Boards need to establish a wide range of policies on issues such as: financial and business planning; staff treatment; protecting the organization from risk; the treatment of staff; investments; information and counsel to the Board; asset protection; succession planning; etc. In essence, the Board establishes policies in response to those things they worry about. These types of policies make it evident to the Chief Staff Officer where his or her authority begins and ends.

Not only does the Board establish these policies (which we like to refer to as “the rules”), the Board must monitor the Chief Staff Officers’ compliance with those policies on an ongoing basis. When policies are established that apply to the Chief Staff Officer, the Board needs to also discuss and determine what type of information it needs, and how frequently it needs that information, in order to satisfy itself that the policy is indeed being complied with. In this way, the Board will constantly be receiving solid evidence that the Chief Staff Officer is (or is not) complying with Board policy, and with that knowledge, positions itself to make an informed and objective assessment of the Chief Staff Officer’s performance.

Policy relative to committees

Let’s consider a number of commonly seen trouble spots relating to not-for-profit committees:

• Many committees live on despite the fact that their work is no longer required or is no longer in line with the Board’s strategic priorities;

• Committees with no documented job description or terms of reference can and have duplicated the work of the Board, other committees and/or the staff consequently wasting valuable resources; and,

• Committees operating without a clear understanding of their authority often interfere with staff or volunteer work and cause strained relations.

All of the above trouble spots can be eliminated or reduced significantly with sound Board policy on the subject of committees. Such policy should compel the Board to establish clearly documented terms of reference for every committee as soon as it is established (see Section Six, Delegating to Committees).

The annual budget and operational plan

Very few organizations possess the financial and human resources necessary to achieve every goal in their strategic plan. That fact compels Boards to prioritize each of the goals in their strategic plan before taking the next critical step, determining what will be accomplished in a given year in light of the resources available to it.

In circumstances where the Board employs administrative staff, the development of the annual operational or business plan and accompanying budget falls to the Chief Staff Officer (e.g. Executive Director). This information would be presented to and discussed with the Board, with the end result being approval of a plan and budget for the coming year. At each of its

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meetings, the Board monitors the Chief Staff Officer’s progress with respect to the goals contained in the plan, and the accompanying budget. Operating in this manner positions the Board to objectively hold their Chief Staff Officer responsible for outcomes.

Boards in organizations that do not employ administrative staff should still ensure an annual business plan is established, approved and monitored by the full Board. The alternative approach, where new ideas are introduced at Board meetings and approved or not approved based on their individual merit, does not keep the Board focused on their ultimate vision or goal. Good planning has proven time and again to increase the odds of overall success. It also ensures that the entire Board is constantly on the same page – knowing what will be done, by when and by whom, and with what resources.

Monitor compliance with policy

Every Board agenda should contain a section called “monitoring”. It is here that at each meeting the Board will be provided with:

1. A progress report on the annual business/operational plan;

2. A financial statement (at a frequency outlined in Board policy) that compares actual versus budgeted revenues and expenses, and accompanying notes providing the rationale for any variances; and,

3. Evidence required by the monitoring provisions contained in Board policies to allow the Board to satisfy itself that their policies are being complied with.

When it establishes a policy, the Board should attach a monitoring provision to that policy. It needs to ask, “What evidence do we need to see, and how frequently do we need to see it, to satisfy ourselves that this policy is being complied with”? At minimum, every Board policy should be reviewed at a Board meeting once per year. In addition to dealing with compliance issues, the annual policy review reminds Board members of the “rules” it has established, and allows it to modify or amend policy should there be a need.

SECTION FIVE: WHAT ARE OUR OBLIGATIONS?

Liability and risk

Directors can be held liable for:

• Criminal Offenses (e.g. fraud): if it is found that the Director knew of or permitted such activity;

• Civil Offenses (e.g. contracts): if such contracts are perceived to have been entered into by an individual Board member rather than a signatory on behalf of the organization;

• Statutory: failure of not-for-profit organizations incorporated in Ontario to inform the Ministry of changes in head office location, number of Directors, etc., and maintain records of proceedings; and,

• Employer Obligations: Board members may be held liable for unpaid employee wages and vacation pay, CPP and EI deductions, and payroll and other required taxes (i.e. HST).

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• Obligations of Charities: the Board is responsible for ensuring proper accounting and record-keeping, that financial statements are filed with the Office of the Public Guardian and Trustee (if required or requested); and, they are responsible for managing the organization’s assets.

Given these potential exposures, it is prudent that the Board establish sound policy on these matters, and, where applicable, establish a comprehensive risk management policy. So too must the Board monitor compliance with such policy on an ongoing basis. The purchase of directors’ and officers’ liability insurance can provide sufficient protection if the Board and individual Board members are acting in good faith and are monitoring compliance with their policies.

Risk management has become a hot topic of late. It seems a new book or workshop on the topic pops up every month or so, and risk management consultants are starting to emerge in the marketplace in ever increasing numbers. Every organization, not-for-profit or for profit, faces risk. In the not-for-profit sector the most commonly cited risks include: fraud or embezzlement; mismanagement; sudden or unexpected loss of key staff or volunteers; loss of stakeholders; loss of ongoing funding; and, unexpected industry trends.

The Board needs to identify those risks that might impact the organization and consider the impact of each risk to the organization should it unfold. It then needs to consider what can be done now to help avoid or mitigate each of those risks (e.g. establish policies or controls), and establish and implement a risk management plan. There are plenty of resources in the marketplace to help guide Boards through a

comprehensive risk management analysis - we suggest contacting the Canadian Society of Association Executives (www.csae.com/bookstore) to obtain the latest resources for not-for-profit Boards on this important subject.

Due diligence

Due diligence is all about acting reasonably and wisely in one’s capacity as a Board member. It places upon Board members an obligation, to cite but one example, to read and understand the material in their Board package before making a decision on a particular matter. Another example of due diligence would be a Director asking questions if they didn’t fully understand the issue at hand.

More and more Boards are establishing policy setting out the expectations they have of individual Board members (e.g. arrive prepared, attend regularly, follow through on commitments, contribute to discussion) and indicating what actions will be taken by whom should one or more Board members fail to meet those expectations . Doing so not only makes performance expectations clear to current Board members, but is helpful to those who may be considering serving on the Board in the future. The documentation of performance expectations also simplifies the evaluation of individual Board member performance, a highly recommended Board best practice that is covered in greater detail later in this guide.

Obligations of Ontario not-for-profit corporations

After over a half-century of being governed by legislation that applied to both for-profit and not-for-profit corporations, the Government of Ontario passed a new Not-for-Profit Corporations Act in

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late 2010. The new Act, expected to be proclaimed in late 2012 or early 2013, establishes a structure, governance and accountability framework for not-for-profit organizations incorporated in Ontario. Following proclamation, there will be a 3-year window during which every Board should consider amendments to the by-laws and letters patent that may be necessary to comply with the new Act. At this writing, a guidebook and transition check-list are supposedly under development to help organizations transition to the new legislation.

Old or new legislation aside, both make it clear that not-for-profit corporation Boards and individual Board members must consistently:

• act honestly and in good faith and in the best interests of the corporation; and,

• exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Board members should be constantly mindful that their topmost obligation is to the members and the organization as a whole – acting in good faith should be a given. Many Board members feel comforted by the fact that their organization and Board is covered by Directors’ and Officers’ Liability insurance. It is important to keep in mind that failure to act honestly, in good faith, or to exercise due diligence can compromise that protection.

The word “obligation” in this section should not be taken lightly – failure to meet any of the above can result in loss of charitable or not-for-profit corporation status, and/or legal actions. Care should be taken to ensure the full Board receives

hard evidence of compliance with the above obligations on a regular basis. Simply taking someone’s word for, or worse yet, trusting that something has been done, is not an appropriate or acceptable Board response to these considerable risks.

Confidentiality, conduct, and conflict of interest

Have you ever served on a Board, held an in-camera discussion of a confidential nature (e.g. perhaps relating to the performance or salary of the Chief Staff Officer), only to have those discussions made public a day or two after the fact? If you have, you likely know the implications of such a breach – at the next in-camera meeting everyone is reluctant to share their true thoughts and opinions out of fear their comments will be aired elsewhere. That, sadly, has a huge impact on the ability of a Board to govern.

Every Board member must be clear about what conduct is not acceptable. Clearly, the best way to ensure this is to establish and document Board policy that addresses, at minimum, the following:

• The need to govern with primary loyalty to the stakeholders of the organization as a whole;

• The need to avoid real or perceived conflicts of interest (i.e. Board members must refrain from soliciting business with the organization unless the process is open and transparent and the Board member in no way benefits by having access to “inside information”); and,

• The need for Board members to refrain from seeking employment or contracts for themselves, close associates or members of their immediate family.

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While these principles seem to be commonplace in the not-for-profit sector, so too are breaches. It is important that the Board, and in particular, the Board Chair, remind Board members of these obligations when they sense a Board member does not understand or is unwilling to comply with them. Failure to respond to real or perceived conflicts of interest and codes of conduct requirements can have widespread repercussions for not-for-profit organizations – rumours start to spread among the organization’s stakeholders, a lack of trust in the organization’s Board and leadership builds, and stakeholder support starts to decline.

At minimum, every Board should have in place documented policy that deals specifically with Board member conduct, and conflict of interest. You’ll find a sample policy below.

Sample Code of Conduct and Ethics Policy

POLICY TITLE: BOARD MEMBER CODE OF CONDUCT AND ETHICS

POLICY TYPE: BOARD PROCESSPreamble

The Board of ABC ORGANIZATION seeks to maintain the highest standard of conduct and ethics in its members.

Policy

Withrespecttoconductandethics,Boardmembersshall:

1. Subvert their own personal interest, and that of any external group or stakeholder, and govern only with the interests of all members and stakeholders of ABC ORGANIZATION in mind;

2. Refrain from seeking or entering into a business arrangement with ABC ORGANIZATION for the supply of any product or service;

3. Refrain from seeking employment with ABC ORGANIZATION for themselves, family members or close associates, or publicly acknowledge that personal interest, and remove himself or herself from any meeting or access to any information that may provide the Board member any real or perceived advantage in the recruitment process.

4. Maintainconfidentialitywhenrequestedto do so by the Board.

5. Accurately reflect the Board’s policies, positions and views to the membership, the public and the media.

Monitoring

In (INSERTMONTHHERE) of each year, this policy shall be placed on the Board agenda forreview.Discussionshallfocusontheeffectiveness of the policy, and amendments may be considered.

Source: Board Know-How! (www.boardknowhow.com).

By-laws

All authority flows from the by-laws which are adopted, and amended as required, by the organization’s stakeholders. By nature, by-laws aren’t exactly an exciting read, and that perhaps explains why so many not-for-profit organizations rarely reference them. But Board members should be constantly mindful of the fact that they are bound to ensure that their actions and decisions are in compliance with the by-laws.

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By-laws not only set out the powers and authority of the Board, they also help stakeholders understand their obligations and rights.

The current Ontario Corporations Act sets out the minimum requirements for not-for-profit by-laws, which include: member rights and obligations; stakeholder and membership requirements; annual and general meetings of the organization and quorum; voting rights; appointment/election of Directors and their powers and duties; annual audit; records keeping re minutes and finances; amending the by-laws; and, dissolution of the organization. The new Ontario Not-for-Profit Corporations Act will do likewise.

The trend today is toward less restrictive and more flexible by-laws that allow the Board to establish and amend policy it determines as necessary and in the interest of the organizational efficiency and effectiveness. If you find one or more elements of your by-laws are impeding your ability to govern or act quickly in the interests of your stakeholders, the experiences of other not-for-profit organizations suggest that successful attempts to amend by-laws start and end with open communication between the Board and the stakeholders, accompanied by a clear rationale for the proposed change.

No meeting of the Board should take place without the by-laws being accessible to allow for confirmation, should questions arise, that the Board does indeed have the authority it is seeking to exercise.

SECTION SIX: DELEGATION IS KEY TO YOUR SUCCESS

How to delegate

In Section Two we defined governance as the act of determining what needs to be done, and operations as the actual work. Much of the work the Board delegates to others is considered operational.

Many individuals (and groups of individuals) resist delegation. They may hold the view that no one could accomplish what needs to be done better than they could. They may think that the task of effectively delegating would take up more time than actually doing the work. They may overlook the fact that delegating helps other learn and grow, and will enhance their ability to contribute to the organization over the longer term. And they may forget, as many of us often do, that there is no guarantee any one of us will be here tomorrow. But, highly successful individuals and teams know without a doubt that the ability to delegate effectively can make the difference between a mediocre organization and an exceptional one.

Effective delegation entails the following:

• Clearly articulating and documenting the desired outcome (what shall be done, and by when)

• Making clear what rules (policy) the individual or team must comply with as they pursue the outcome

• Identifying what financial resources (if any) are allocated to assist in the achievement of the outcome

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• Setting out reporting requirements (i.e. how performance will be monitored and measured)

Paying considered attention to how tasks are delegated is important. No individual or group can achieve success if they are not clear at the outset as to what success will look like.

Delegating to committees

When a Board establishes a committee to perform tasks on their behalf, at a minimum, documented committee terms of reference should make the following clear to committee members:

• Committee role and mandate: where its job begins and ends (i.e. what authority the committee has) so it is abundantly clear what they are expected to deliver, and by when, and to whom the committee is accountable ;

• Composition: how committee members are recruited, how the Chair is elected (i.e. appointed by the committee itself, the Board or Chief Staff Officer);

• Budget: how it requests funding in the budget and what, if any, financial authority the committee has;

• Staffing: what, if any, staff resources it has available to help it do its work;

• Meetings: how frequently it is anticipated the committee will be required to meet, and how they will meet (i.e. in person, teleconference); and,

• Accountability: how the Board will monitor committee work (i.e. reporting requirements).

Delegating to others

Boards may delegate certain tasks to individuals. When doing do, the Board should be clear about its expectations, and how it will monitor progress. A documented job description can go a long way toward ensuring both the Board and the individual are clear up front about what is expected, and by when.

SECTION SEVEN: EFFECTIVE BOARD MEETINGS

The purpose of Board meetings

The primary purpose of Board meetings is to monitor organizational progress, and consider indicators that may suggest strategic goals need to be modified. At every meeting, the Board should:

• Track progress of the annual business plan

• Review actual expenses to date versus the annual budget

• Consider any trends that may impact on the organization and modify or re-prioritize goals if indicated

• Receive compliance information related to the Board’s policies and consider any policy amendments

In essence, Board meetings are all about ensuring the organization is on track in pursuing its goals, and that everyone is complying with the rules (policies) that apply to them.

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Sadly, many Board meetings get bogged down with issues that really don’t belong on the Board agenda. Care should be taken to ensure the Board doesn’t spend time re-doing the work of committees and others to whom it delegates. As well, many Boards waste valuable time together receiving reports that could be delivered well before the meeting – discussion, debate and decision-making should be the primary occupation at meetings of the Board.

Elements of effective meetings

Hand in hand with a great agenda, an effective meeting requires a capable Chair. A good Chair possesses the ability to: keep discussion focused on the subject at hand; identify and draw out those who may be hesitant to contribute to discussion; and utilize proven problem-solving and decision-making processes. The Chair should also identify when Board policy needs to be adapted or established in response to Board discussion and move Board discussion to that policy.

Many books have been written about effective meetings. However, many organizations are still seeking help with their meetings and many Board members complain about ineffective and inefficient meetings. By adhering to the following elements, meetings will be a positive experience for participants and contribute to positive outcomes:

• Agenda and related attachments are circulated in advance

• The agenda clearly outlines what is expected to be accomplished at the meeting

• Participants review the material before the meeting and come fully prepared for discussion and decision-making

• The meeting room is large enough and set up in a way to ensure participants are comfortable

• Equipment (i.e. projectors, microphones) is set up and tested prior to the scheduled start time

• The Chair starts and ends the meeting on schedule

• Participants have an opportunity to provide input on how future meetings could be improved

A meeting should not be called unless there is a demonstrated need. If there is a need for one or two decisions to be made, consider what options you have at your disposal (i.e. a teleconference, email polling) before calling a formal in-person meeting. If you respect the professional and personal obligations of your Board members, they will be much more likely to serve your organization with enthusiasm and a solid commitment.

The publication of a predetermined set of meeting dates each year helps Board members schedule other commitments around those dates and protect them from conflicts. At least once every three years, a separate retreat should be scheduled to allow the Board to refresh or update its strategic plan.

Agendas and minutes

The Board meeting agenda should be driven by the Board itself. A typical not-for-profit agenda will begin with a welcome from and opening remarks by the Chair, followed by approval of the minutes of the previous meeting. Many organizations also provide an opportunity at the beginning of each meeting for Board members to declare any conflict of interest they might have with an item included on the agenda. They

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normally end with closing remarks from the Chair and discussion about the date and location of the next meeting. Assuming the Board has developed comprehensive policy, and the priorities in the Board’s strategic plan have been utilized by the Chief Staff Officer to establish an annual operational/business plan and corresponding budget, the bulk of the items on your Board agenda should comprise the following:

• Monitoring Information: It is in this section of the Board agenda that the Board will receive and review information that confirms policy compliance, an update from the Chief Staff Officer on the goals contained in the annual business/operational plan, and financial statements that allow the Board to determine if budget goals are on track. Monitoring progress and policy compliance is a critical Board responsibility, yet many not-for-profit organizations fail in this regard – building monitoring provisions and reporting requirements into every Board policy ensures that the Board will have solid evidence that their policies are being complied with. This is a critical Board responsibility that should not be overlooked.

• Research and External and Internal Trends: We live in a period of change unlike anything we’ve experienced in our lifetime. The fact is that we have very little control over much of what is happening externally (by Governments, the public, other organizations). The Board must be constantly aware of what is transpiring both internally and externally. A constant focus on trends, and discussion on how those trends might impact the organization and/or its stakeholders, is what governance is all about. It is this type of discussion

that fuels the development of strategic goals and priorities that will ensure the organization remains solvent and a vital resource to stakeholders over the long term.

• Board Development: Information, articles and resources on governance best practices should be included on the Board agenda. Discussion about Board performance, evaluation (covered in Section Six), the effectiveness of new Board member orientation, and the competencies the Board needs in future members are all matters that demand Board attention. If the Board doesn’t spend time on these issues, they can impact the ability of the organization to successfully fulfill the needs of its stakeholders.

It’s important to remember that the Board’s job is to lead. As such, the Board’s focus should be on the future, not the past. Board discussion should be challenging, and Board time should not be wasted on items of a trivial or mundane nature. The Chair and the Board as a whole must be disciplined in adhering to the Board agenda.

Turning now to the subject of minutes; the purpose of minutes is to record major discussion points, decisions, and actions that will result from those decisions (i.e. by whom and by when). Great minutes tell a story in a succinct way for those who were not in attendance and for future reference. They should record the date, time, location and purpose of the meeting, and indicate who was in attendance and who sent their regrets.

Minutes need not be a verbatim record of all discussion that took place at a meeting. Accurate, action-oriented, objective, reader-friendly minutes should be the goal.

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In-camera meetings

On occasion the Board may want to meet in-camera (out of the public eye). Transparency and openness should be the ultimate goal of every Board. But, some issues demand discussion in private, like the annual performance review of the Chief Staff Officer and discussion related to his/her compensation package or employment contract.

There may also be times when candid and open discussion and debate is impeded by the presence of the organization’s staff or other stakeholders. In such circumstances, going in-camera in an effort to get to the true source of concern may be a good option. Most Boards establish a policy on in-camera meetings dealing with the manner in which such sessions can be called, and setting out if minutes will be recorded, by whom, and who will retain them.

Resolving conflict

For many, running from or avoiding conflict is a natural reaction to a stressful circumstance. But the fact is, conflicts left unaddressed likely won’t go away, and in many instances become fodder for gossip and innuendo among an organization’s stakeholders. That’s not in the interest of any organization.

It is better to address a situation where conflict exists, whether between the Board and the Chief Staff Officer, individual Board members, or an individual Board member and the Board as a whole.

There may even be occasions where an outside party or mediator may help move the Board and the organization beyond conflict, particularly if issues relating to the conflict are occupying a

RESOLVINGCONFLICTSTEPBYSTEP

1. SET THE STAGE: Start the discussion by urging everyone to contribute to the steps that follow calmly, and encourage active listening.

2. IDENTIFY THE PROBLEM: Through group discussion, reach agreement on precisely what the problem or issue is that is creating conflict – define it.

3. IDENTIFY VARIOUS SOLUTIONS: Brainstorm to identify as many solutions to the problem as possible.

4. EVALUATE EACH PROPOSED SOLUTION: For each solution, identify its advantages, disadvantages and possible negative or positive consequences.

5. SELECTION A SOLUTION: Select the best solution.

6. IMPLEMENT AND EVALUATE: Establish an implementation plan (who will do what by when), and agree on when the solution will be evaluated to assess if it is having the desired result – modify if indicated.

significant amount of the Board’s time, thus distracting them from other important Board work. Constant attention to building relationships based on mutual respect, a clear understanding of where everyone’s authorities begin and end, and ongoing cooperation and communication can go a long way toward avoiding conflict in the first place.

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1. Define the problem or issue.

2. Identify possible options to resolve the problem or issue.

3. Objectively analyse each option.

4. Choose the best option.

5. Implement.

6. Evaluate the results of your decision.

It is important that the organization’s stakeholders see the Board as a cohesive unit, working as a team in the interest of everyone. However, there may come a time when in all good conscience you simply can’t support a Board decision. If you have given considered thought to the issue, and believe in your heart of hearts that the Board’s decision is not in the interest of all stakeholders (remember your duty of loyalty here), your only option may be to resign.

These are not easy decisions to make, but they have been made before and will be made again. Speaking out against Board decisions while serving as a Board member causes confusion among stakeholders and conflict on the Board – all of that may well put the organization at risk. Keep those thoughts in mind should you find yourself in this difficult circumstance.

Effective decision-making

Making decisions is not easy, and, the bigger the decision, the harder it often is to make. Making decisions is indeed the Board’s job – what are the goals of the organization, what products or services you will offer, what gets priority and what doesn’t, what needs to change in order to be relevant in the future, what are the new initiatives the organization should undertake – those are the things that should occupy the Board’s time at meetings.

Here are some scenarios frequently encountered at not-for-profit Board meetings:

• discussion about the same thing, time and again, with no decision

• a report to the Board concludes with one recommendation that is quickly dismissed by one or more Board members as unworkable, resulting in discussion concluding with no decision

We all learned at a young age that every action has a consequence. However, not making a decision also has consequences. Not making a decision actually is a decision, and has implications. This fact and others has fuelled greater focus by not-for-profit Boards on their decision-making processes. It has also fuelled the design and promotion of a multitude of decision-making templates and tools. An internet search will give you a wide range of tools to choose from.

Generally the following are the steps a Board needs to take when facing a decision:

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SECTION EIGHT: BOARD AND STAFF PERFORMANCE

Evaluation of the performance of the Board

How well is the Board performing? Do you really know? If one holds the view that Board performance is equally as important as staff performance, it only makes sense then to monitor Board performance and address weaknesses in a professional way, using the same approaches applied to paid employees.

This thinking has become widely accepted in the not-for-profit sector, and was recognized in the Canadian Code for Volunteer Involvement, a tool developed by Volunteer Canada and the Canadian Administrators of Volunteer Resources in 2006. Standard number two in the code starts with the following statement: Volunteers are welcomed and treated as valued and integral members of the organization’s human resources team.

Treating volunteers (including Board members) as members of the organization’s human resources team suggests that the same managerial techniques, such as performance evaluation, could and should be applied.

A commonly employed best practice in the not-for-profit sector is an annual evaluation of the performance of the Board as a whole. And internet search will produce lots of sample Board evaluation forms. On an annual basis, each Board member should assess Board performance by completing the Board evaluation form. The results should be tabulated and shared with the full

Board as an agenda item.

Your results will no doubt identify where improvements could be made. The Board should discuss and consider what options it has as its disposal to help enhance performance in those areas identified as needing improvement, and develop a plan of action (and allocate the resources required) to achieve those objectives.

Evaluation of individual directors

Peer-to-peer evaluation is also becoming widely employed by not-for-profit Boards. After all, if a Board tolerates poor behaviour by one Board member, eventually, other Board members may view that behaviour as acceptable and follow suit – it can become viral.

An annual peer-to-peer evaluation provides a Board member with the opportunity to assess the performance of other Board members in response to expectations such as:

• Attends regularly and arrives on time

• Participates actively in discussion and debate

• Arrives prepared (having reviewed pre-circulated material beforehand)

• Listens to and considers the views expressed by other Board members

• Is familiar with, understands and complies with Board policy

• Maintains confidentiality when required to do so

• Serves and acts with the interests of all stakeholders in mind

The resulting feedback to individual Board members can help them identify where

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they may need to raise their performance levels. It is often difficult for some Boards to “suggest” to a member that it might be time for them to move on. The results of a peer-to-peer evaluation may prompt an individual Board member to come to their own conclusion that it is time to resign and make way for someone else who has more time to dedicate to Board work.

Those Boards who have yet to embrace peer-to-peer Board member evaluation may find it preferable, as a first step, to partake in self-evaluation. Rather than evaluation by one’s peers, each Board member would be asked to evaluate their own performance against pre-determined criteria such as the list above. A candid self-assessment can help Board members identify where they need to make improvements to their performance.

Everyone must recognize at the outset that this initiative is designed solely to ensure the organization is governed capably and professionally – reminding everyone that this is the primary objective will go a long way toward reducing the chances that one or more Board members might consider the input of their peers as a personal attack. The goal here is a highly talented and committed Board capable of getting the job done.

Board development and succession planning

Everyone is going to leave the Board at some point, and the fact is, new faces bring new perspectives and ideas, which is a good thing.

Many not-for-profit organizations have found merit in the orderly renewal of Board members, accomplished through staggered terms of office (i.e. three year terms) with

one third of those terms expiring in any one year. Also common are finite terms of service (i.e. two year term with the option of two renewals, or three year term with the option of one renewal). These matters are set out in the organization’s bylaws. This approach to Board composition compels the Board to consistently focus on renewal rather than scramble to find a replacement upon the sudden departure of a Board member.

Just as a search for a new employee commences with a list of the competencies (skills and abilities), so should your search for potential new Board members. To obtain that knowledge, it’s helpful to circulate a list of governance competencies to every Board member and have them indicate which competencies they bring to the Board table. No doubt, after compiling the results, you’ll be able to identify come competency voids. Perhaps no Board member has a background in planning, policy-making, finance and accounting, or public speaking. Utilize those competencies to drive your ongoing search for potential new Board members.

Every Board member should be in recruiting mode when they are in the company of your stakeholders. Your newsletter or website can also be utilized to highlight the skill sets you are seeking to add to the Board. It’s helpful too to not just highlight what you’re looking for, but to promote the rewards and benefits that accrue to Board members (i.e. enhanced leadership skills, building a broader network). Ask your Board members to identify what they have gained through Board service and compile that information into a promotional document.

There will no doubt be occasions where, try as you might, you simply can’t find a

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particular competency you need on your Board in a potential Board member. The solution then is professional development. If your Board needs enhanced skills, for example, in interpreting financial statements and balance sheets, provide an opportunity for Board members to get that training. Your Board should consistently have funds in the organization’s annual budget to cover such expenditures – if it doesn’t, we highly encourage you to ensure it does in the future.

A Nominating Committee that scrambles a month before the Annual General Meeting to find replacements for those Board members whose terms are coming to an end or who are choosing not to continue of their own accord is doing the organization a huge disservice. The Board has an extremely important job to do. Ensuring that it succeeds takes work.

Evaluation of the Chief Staff Officer

A formal performance evaluation of the Chief Staff Officer’s performance should be mandatory in any organization that employs one. The Board is responsible for effective management, and as such needs to be on record with their assessment as to how well the Chief Staff Officer is performing in that respect. Yet all too often, not-for-profit Boards overlook or neglect this critical task. Why? In many instances it comes down to personal discomfort, a past performance evaluation that went awry, or simply a lack of knowledge as to how to conduct one.

The Board, serving as trustee of the stakeholders’ interest in the organization, must make it clear to the Chief Staff Officer from the outset what success will look like at a certain date down the road (i.e. the end of a fiscal year). It achieves that by:

• Establishing policies that guide the Chief Staff Officer on a daily basis;

• Establishing policies on roles, responsibilities and authorities of Board, Board members, committees, Chair, Officers and the Chief Staff Officer;

• Approving the Chief Staff Officer’s annual business/operational plan and its companion budget, which pursues the Board’s strategic goals; and,

• Monitoring plan progress, budget vs. actual, and compliance with policies on an ongoing basis.

Governing in this manner simplifies the Chief Staff Officer’s performance evaluation. The process is fair and objective because there was an agreement up front that the Chief Staff Officer would comply with Board policies, pursue the goals in the plan, and achieve budget targets. There should be no surprises because the Board has been constantly monitoring the Chief Staff Officer’s progress. In simple terms, the Chief Staff Officer’s performance evaluation needs to respond to the following questions:

• Did the Chief Staff Officer comply with the Board policies that apply to him or her?

• Did the Chief Staff Officer achieve the goals in the business/operational plan approved by the Board?

• Did the Chief Staff Officer achieve budget targets?

• What can we suggest the Chief Staff Officer do to improve his or her competencies (identify professional development needs)?

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It’s simple, fair and objective. Chief Staff Officer evaluations often go awry when a Board attempts to hold a Chief Staff Officer accountable for expectations that they did not clearly define at the outset. Difficulties can also arise when a Board continues to assign new tasks to the Chief Staff Officer at every meeting with no discussion about priorities or the impact on staff and financial resources. The fallout from a poorly conducted performance evaluation can be hurt feelings, decreased motivation, or the resignation of the Chief Staff Officer (which has a huge impact on organizational outcomes).

An objectively conducted performance evaluation can fuel positive discussion, innovation and greater commitment by all involved to the organization’s purpose and vision. The evaluation must begin with a clearly defined agreement between the Board and the Chief Staff Officer as to what will be delivered and by when.

The full Board should meet in-camera to evaluate the performance of the Chief Staff Officer. The Board can then delegate the task of actually meeting and facilitating the performance review with the Chief Staff Officer to one or more Board members. In a majority of cases this task is delegated to the Executive Committee and is set out in their job description or the policy relating to the annual performance review of the Chief Staff Officer. Following the meeting, the Board should again meet in-camera to be informed of the results of the meeting with the Chief Staff Officer and consider any issues that may have arisen as a result.

Orientation of new Board members

If one thinks back to their first few meetings as a new Board member, they will no doubt recall holding back and watching

what others do and say rather than jumping in with both feet. That’s human nature – after all, one doesn’t want to be perceived by others as ignorant or unaware. But when one considers that Board member terms are sometimes limited, seeking ways to orient new Board members to decrease their learning curve only makes sense.

The following are two widely employed best practices to help address this situation.

The first is a formal orientation that takes place as soon as possible after a new Board member is elected or appointed. Preferably led by the Chair of the Board, the orientation should, at a minimum, include a review and discussion of the following:

• a brief history of the organization,

• the methodology the Board uses to govern,

• review of Board policies, with an emphasis on those that relate specifically to the role, authorities, expectations and responsibilities of Board members,

• review of the Board’s strategic plan,

• review of the current business/operational plan,

• information on meetings, e.g. frequency, location,

• what the new Board member hopes to accomplish during their term (to ensure there is no conflict with Board policy or help determine if there is a need for training to help develop governance competencies).

The second element of effective orientation is the Board manual. At a minimum, every Board member should arrive at a

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meeting with their Board manual that includes: all Board policies; the strategic plan; the current business/operational plan and accompanying annual budget; and, the articles of incorporation and by-laws. These documents will be referenced frequently during Board meetings. There are other elements that could be included in an additional manual or resource package for newly elected Board members, among them: an organizational chart and contact information for staff and Board members; a schedule of meeting dates and critical events (i.e. the annual meeting); expense reimbursement forms; the last annual report; Board minutes from the previous year; history of the organization; board evaluation form; various tools (i.e. decision-making tool).

The object is to ensure Board members have available to them information to help them make informed decisions at every meeting, and to give those new to the Board the resources they need to become effective and contributing members to Board discussion as quickly as possible. As you consider what needs to be contained in your Board manual and orientation package (beyond, of course, this Guide).Be mindful of the need to ensure the manual that should be brought to each Board meeting is not too heavy or bulky causing many to simply leave it to gather dust on their home or office bookshelf rather than bring it with them. Given the widespread use of technology today, Board members should also be able to access all of these manuals without having to carry them (i.e. through a private or public area on your website).

SECTION NINE: ACCOUNTABILITY

While it may be unnecessary to state it, the Board is primarily accountable to the members and stakeholders.

Accountability to Ontario Parks

Friends Boards are also accountable to the Ministry of Natural Resources (Ontario Parks). It is critical that every Board member understands the obligations contained in their individual agreement with the Ministry. In general terms, the Ministry expects, and the agreement compels the Board to:

• Use the funds as negotiated, outlined and approved within the agreement;

• Properly account for funds through appropriate and accepted accounting practices;

• Establish and ensure proper procurement policies and procedures are employed and enforced to ensure open and transparent transaction of business (i.e., the requirement for three quotes when procuring goods or services);

• Account for and report to the Ministry in a timely manner as outlined in the agreement; and,

• Comply with the requirements of a Not-for-Profit Charitable Corporation under the Corporations Act (Ontario) and register as a Charity with the Canada Customs and Revenue Agency. Every Friends organization must maintain its Not-for-Profit and Registered Charity Status.

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Methods to provide accountability

So how then does the Board demonstrate accountability, and how can it hold accountable those groups or individuals to whom it has delegated specific tasks? The following are a number of practices that have proven effective for other not-for-profit organizations.

Accountability from the Board to the Stakeholders

• Circulation of the organization’s strategic plan and ongoing communication to stakeholders outlining progress made in pursuit of strategic goals.

• Publication and circulation of an Annual Report.

• Circulation of the annual auditor’s report (requiring approval of the stakeholders).

• Conducting Board meetings in an open and transparent way and making minutes of meetings available to stakeholders.

• Providing an opportunity for stakeholders to raise questions or advance issues of concern to Board members at the Annual General Meeting.

• Holding information meetings with stakeholders to discuss initiatives and receive feedback on future priorities.

Accountability to the Board from those it delegates to

• Scheduled regular progress reports from Board committees.

• Tracking of action items (i.e. tasks delegated to individual Board members) and follow-up at the next meeting.

Accountability from the Board to others (i.e. significant funders)

Every member of a Friends Board should be aware of the content of the agreement between the Board and Ontario Parks. Practices, processes and monitoring should be established to ensure the obligations set out in that agreement are met.

A huge impediment to continued not-for-profit organizational progress can and often is tied to the lack of follow-up and accountability after delegating a task, particularly to volunteers. Many are resistant to hold volunteers accountable because, after all, they are volunteering their time. The Board needs to be mindful of the need to make real progress, particularly in today’s environment of constant change.

If the Board delegates a task and continues to receive nothing back in return, it needs to find out why. You may learn that the committee or individual does not have the resources required to accomplish their work – in that case, you need to address that issue. Alternatively, you may find that the individual or committee members do not have the competencies required to accomplish their work – in this scenario, you will need to find those with the competencies required. There will also be individuals who volunteer who don’t have the time to commit to the task at hand – when you do, you will need to let them go and find volunteers who do.

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No one said governing was easy. But taking accountability seriously, and making change when it is called for, sends a strong message to everyone that you take your work seriously and are committed to ensuring that your vision for the organization does indeed become reality.

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APPENDIX A

STRATEGIC PLAN 2012

Our Mission:

To preserve, protect and promote the educational, environmental and recreational goals of Killarney Provincial Park

Our Values:

• Integrity

• Innovation

• Excellence

Our Vision:

To be recognized as a leading organization for the promotion of a healthy and sustainable environment by increasing the awareness of the natural evolving beauty of Killarney.

Our Corporation Mandate:

• To encourage and support the goals and objectives of Killarney Provincial Park

• To develop programs which will further public awareness, understanding and appreciation of the Park’s natural, historic and cultural resources.

• To enter into agreements for the operation of sales outlet(s) and develop high quality park specific, theme related items and materials for public distribution and/or sale.

• To further the objectives of the corporation by accepting donations, bequests and other gifts.

• To encourage a broadly based membership that will support the objectives of the corporation.

Our Operating Principles:

1. The Friends will manage its resources efficiently, responsibly and effectively in the best interest of the membership and the ongoing success of the corporation.

2. The Friends will act today in the interests of tomorrow.

3. The Friends Board will provide an open and professional approach towards all personnel and volunteers dedicated to the organization.

4. The Friends will provide quality goods and services at all times to their membership and clients.

5. The Friends will endeavour to promote healthy attitudes in visitors and campers towards environmental responsibility.

6. The Friends will assist in maintaining the viability of the Town of Killarney within the goals, objectives and strategies of Friends of Killarney Park.

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7. The Friends will continue to work in partnership with Ontario Parks to pursue projects within the mission of caring and preserving Killarney Provincial Park together.

Our Strategic Direction:

• Green focus and culture

• Partnerships

• Friends of Killarney Park sustainability, growth and profile

• Proactive to challenges

Our Long Term Goals:

1. Develop strategic long term partnerships

2. Sustainable long term green focus

3. Develop continued staff and volunteer strength

4. Periodic re-evaluation of systems and structure

5. Communications strategy for changing demographics

Our Strategic Objectives for 2012:

1. Develop a strategy and the appropriate processes and media to deliver Friends of Killarney Park communications. Our key performance messages in 2012 should be:

a. Green focus

b. Environmental education

c. Species at risk

2. Continue the Friends of Killarney Park development of the Biking in Killarney

Theme during 2012 ensuring that it stays within Park’s objectives.

3. In support of the Friends of Killarney Park strategic direction of sustainability, growth, and profile of our organization, we will complete the following in 2012:

a. Membership analysis and go forward strategy

b. Board of Directors self-assessment to improve our Board effectiveness

c. Implement a new POS/Inventory Control system in our retail store to improve the efficiency of our retail operations and financial controls

4. Determine the validity of new directions for fundraising such as:

a. Shell Fueling Change proposal

b. Personal Challenges

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Board of Directors Organization Chart

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The Strategic Leadership Process

1. Strategic Planning

• The Executive Committee and Executive Director shall coordinate the Strategic Planning Process and are responsible for developing/reviewing the official Strategic Plan for approval by the Board.

• The Finance Committee, Human Resources & Governance Committee, Development Committee and Projects & Programs Committee shall present a report and recommendations for the strategic plan and annual business plan.

2. Annual Business Plan

• The Executive Committee and Executive Director shall prepare an Annual Business Plan for approval of the Board.

3. Implementation, Review & Gap Plans

• The Executive Director is responsible for executing the operational plans of the Annual Business Plan and assisting the committees with their plans.

• The Executive Committee shall coordinate the implementation/execution of the Annual Business Plan.

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• The Finance Committee, Human Resources & Governance Committee, Development Committee, & Projects& Programs Committee shall implement their approved plans.

4. Annual Review & Report Responsibilities

a. The Executive Director and Executive Committee shall create an Annual Report on organizational activities and effectiveness for presentation and publication.

b. The Finance Committee shall provide an annual audit plan and financial statements.

c. The Development, Projects & Programs and Human Resources & Governance Committees shall provide reports for inclusion in the Annual Report as required.

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GOVERNANCE | TABLE OF CONTENTS

SECTION ONE: ONTARIO PARKS – WHO DOES WHAT? ...........................................................2 Ontario Parks Structure .........................................................................................................2 Friends Groups ......................................................................................................................2SECTION TWO: WHAT IS GOVERNANCE? ...................................................................................4 Misconceptions about governance ........................................................................................5 The difference between governance and operations ..............................................................5 Governance models ...............................................................................................................5SECTION THREE: THE ROLE OF THE CHAIR AND OTHER OFFICERS .....................................6 The role of the Chair ..............................................................................................................6 The role of the Treasurer .......................................................................................................6 Other officers .........................................................................................................................6 Officer leadership ..................................................................................................................7SECTION FOUR: BEST PRACTICES IN GOVERNANCE ...............................................................7 Monitoring internal and external trends ................................................................................7 Establishing and prioritizing strategic goals (the strategic plan) ...........................................8 Establishing the rules (policy) ...............................................................................................9 Policy relative to the role and authorities of the Board and individual Directors .................9 Policy relative to the role and authorities of the Chair and other officers .............................9 Policy (rules) to guide the Chief Staff Officer on a daily basis

(i.e., financial management, financial planning, staff treatment, etc.) .................................10 Policy relative to committees ..............................................................................................10 The annual budget and operational plan ..............................................................................10 Monitor compliance with policy .........................................................................................11SECTION FIVE: WHAT ARE OUR OBLIGATIONS? ....................................................................11 Liability and risk ..................................................................................................................11 Due diligence .......................................................................................................................12 Obligations of Ontario not-for-profit corporations ..............................................................12 Confidentiality, conduct, and conflict of interest .................................................................13 By-laws ................................................................................................................................14SECTION SIX: DELEGATION IS KEY TO YOUR SUCCESS .........................................................15 How to delegate ...................................................................................................................15 Delegating to committees ....................................................................................................16 Delegating to others .............................................................................................................16SECTION SEVEN: EFFECTIVE BOARD MEETINGS ....................................................................16 The purpose of Board meetings ...........................................................................................16 Elements of effective meetings ............................................................................................17 Agendas and minutes ...........................................................................................................17 In-camera meetings .............................................................................................................19 Resolving conflict ................................................................................................................19 Effective decision-making ...................................................................................................20

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GOVERNANCE | TABLE OF CONTENTS

SECTION EIGHT: BOARD AND STAFF PERFORMANCE ..........................................................23Evaluation of the performance of the Board .......................................................................23Evaluation of individual directors .......................................................................................23Board development and succession planning ......................................................................24Evaluation of the Chief Staff Officer ...................................................................................25Orientation of new Board members ....................................................................................27

SECTION NINE: ACCOUNTABILITY ...........................................................................................27Accountability to Ontario Parks ..........................................................................................29

APPENDIX A: Sample Strategic Plan (Friends of Killarney) ...........................................................30

circle of friends - board governance section · national study of board governance practices in the...

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