GOVERNANCE
Throughout the nonprofit sector, there are thousands of examples of superb, professional management. Likewise, among the more than 1 million nonprofits in the U.S., there are high quality, fully engaged Boards of Directors that play a vital role in the health and success of the nonprofits they serve. In too many cases, however, those Boards have underemphasized or ignored the importance of good governance.
To put it simply, governance is governance. Governance is not management. One of the worst shortcomings of nonprofit Boards is that all too often they do not distinguish between the two. Rather, they confuse the two responsibilities and, in the process, hamper the mission of the organization.
Excellence in governance requires an excellent Board – which depends on the excellence of its membership. It is often wise to begin the process of improving governance with a sober and serious review of the experience and qualifications of its members. Do members have leadership (not just management) experience? Are members versed in nonprofit characteristics and culture? Do members have previous experience on successful Boards? A thoughtfully compiled list of desired characteristics of Board Members is a worthwhile task and will be an important part of a key Board policy to be developed and implemented
To begin the process of improving – or even instituting – good governance practices in our client’s organizations, we start with the mission and vision of the organization. After thoroughly reviewing and validating the mission and vision of the organization with the Board and management leadership, we recommend developing some basic documents and policies to support governance “Best Practices.” This work is best accomplished by a small group including Board members, senior staff and our consulting professional. We have used this opportunity to form a Governance Committee of the Board whose work will continue beyond the initial effort. The basic documents and policies we seek to initially develop may include:
Policy on Board Tenure, Diversity and Member Qualifications.
Job Description of the Board. This document outlines the key function of the Board – focused on governance, not management – and defines the responsibilities that are separate and apart from those duties that are management’s prerogative.
The Job Description of the Board Chair. The Board Chair is not only responsible to chair the meetings of the board, enhance the full discussion of important issues, and bring out the ideas and thoughts of all board members and management, but is key in supporting the CEO and insuring that the CEO is allowed to manage the organization. The Board Chair’s Job Description should be developed and viewed in tandem with the CEO’s Job Description to insure consistency and the appropriate separation of responsibilities.
Board Committee Structure and Related Job Descriptions.
Process for the Board’s Annual Review of Its Performance.
An Annual Calendar of Critical Board Actions.
This recommended documentation, along with processes for consensus-building, communication and implementation, form the basis for our work with clients on governance matters. Each assignment is different, and processes, documentation and policies vary. We take care at the beginning of each governance engagement to thoroughly explore and accommodate the needs and expectations of our client.
