Search TXNP
txnp temp ad

< More How to's

Tuesday, November 21, 2017

Share: facebooktwitterdigg

SAMPLE Governing Board Policy Manual
TXNP

January, 2011

SAMPLE

Governing Board Policy Manual

 

Table of Contents

 

I. Aims/Ends Policies

A.Aims/Ends                                                                                                

 

II. Executive Limitations Policies

General Executive

Constraint                                                                        

A. Staff Treatment                                                                                         

B. Volunteer Treatment                                                                                 

C. Budgeting/Forecasting                                                                              

D. Financial Condition                                                                                  

E. Asset Protection                                                                                        

F. Emergency Executive Succession                                                             

G. Compensation and Benefits                                                                      

H. Communication and Counsel to the Board                                              

I. Formal Process for Feedback from Members                                             

J. Insurance Protection                                                                                   

 

III. Governance Process

General Governance Commitment                                                                

A. Governing Style                                                                                        

B. Board Job Description                                                                              

C. President’s Role                                                                                        

D. Board Committee Principles                                                                     

E. Committee Structure                                                                                 

F. Annual Board Planning Cycle                                                                   

G. Board Members’ Code of Conduct                                                          

H. Election Campaigning                                                                               

I. Nominating Process Transparency                                                             

 

IV. Board-CEO Relationship

Chief Executive Role                                                                                     

A. Delegation to the Chief Executive                                                                       

B. Chief Executive Performance Evaluation                                                 

C. Chief Executive Compensation and Benefits                                           

D. Monitoring Organizational Performance                                                  

 

Appendices                                                                                                    

A. Monitoring Calendar                                                                                 

B. Board Meeting Improvement Checklist                                                    

C. President’s/ CEO Role Review Form                                                       

 

 

 

I. POLICY TYPE: AIMS/ENDS

POLICY TITLE: AIMS/ENDS

The Aim: the (ORGANIZATION) exists so that _______________________________.

 

The (ORGANIZATION)  serves:

___________

___________

___________

___________

 

Plan:

1) a body of accessible knowledge on the subject and mission of the (ORGANIZATION).

            a) there will be a portal to knowledge on current research and best practice on        ___________

            b) focused activities to train various constituencies in the use of information to impact       specific program needs

2) recognition of donors, corporations, individuals, members, and/or volunteers are recognized for their contributions to organization and its discipline

3) the (ORGANIZATION)  will comply with the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and all other  applicable federal, state and local employment laws, and does not unlawfully discriminate because of age, disability, national origin, race, religion, sex, or sexual orientation in any term, condition, privilege, employment, program, or service.

 

MONITORING:

Method(s) Internal report

Frequency Once per year

Month month

Date adopted: __________

Date last reviewed: __________

Date changed: ___________

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

POLICY TITLE: GENERAL EXECUTIVE CONSTRAINT

The chief executive officer shall not cause or allow in the organization any practice, activity, decision or circumstance, which is either imprudent, or unethical.

 

MONITORING:

Method(s) Internal report

Frequency Demonstrated with all executive limitation policy reports

Month month

Date adopted: _______________

Date last reviewed: ____________

Date changed: ___________

 

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

A. POLICY TITLE: STAFF TREATMENT

Dealings with staff will not be inhumane, unfair or undignified.

Accordingly, the Chief Executive may not:

1. Operate without personnel procedures, which

(A) clarify personnel rules for staff which include a rule on confidentiality,

(B) provide for effective handling of grievances,

(C) protect against wrongful conditions,

(D) protect against retaliation toward a “whistleblower.”

2. Discriminate against any staff member in violation of the organization’s anti-discrimination policy.

3. Prevent staff from grieving to the board when

(A) internal grievance procedures have been exhausted and

(B) the employee alleges either

(1) that board policy has been violated to his or her detriment or

(2) that board policy does not adequately protect his or her human rights.

4. Fail to acquaint staff with their rights under this policy.

 

MONITORING:

Method(s) Internal report

Frequency Annual

Month month

Date adopted: ________________

Date last reviewed: ____________

Date changed: ___________

 

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

B. POLICY TITLE: VOLUNTEER STAFF TREATMENT

Dealings with volunteer staff will not be inhumane, unfair or undignified.

Accordingly, the Chief Executive may not:

1. Operate without providing adequate and appropriate support to volunteer staff, which:

(A) can include coaching or training

(B) must include an annual face-to-face meeting for (ORGANIZATION) officers and staff.

2. Discriminate against any volunteer staff for expressing an ethical dissent.

3. Allow any volunteer staff to work outside alignment with board aims.

4. Allow any volunteer staff not to be held clearly accountable.

 

MONITORING:

Method(s) Internal report

Frequency Annual

Month month

Date adopted: __________

Date last reviewed: _________

Date changed: ___________

 

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

C. POLICY TITLE: BUDGETING/FORECASTING

Budgeting any fiscal year or the remaining part of any fiscal year shall not deviate materially from board Aims/Ends priorities, risk fiscal jeopardy, nor fail to show a generally acceptable level of foresight.

Accordingly, the CEO may not cause or allow budgeting which:

1. Contains too little information to enable:

(A) accurate projection of revenues and expenses; separation of capital and operational items; and cash flow.

(B) disclosure of planning assumptions including environmental scan.

2. Plans the expenditure in any fiscal year of more funds than are conservatively projected to be received.

3. Reduces the current assets at any time to less than current liabilities.

4. Allows reserve funds level to fall below 75% of operating expenses at year-end.

5. Provides less than the budgeted allocation for board prerogatives such as the costs of fiscal audit or review, board development, board and committee meetings and projects, and board fees.

6. Is not derived from a long-range administrative plan.

MONITORING:

Method(s) Internal report

Frequency Twice per year

Month month— (based on present budget plan)

October—review budget plan (as needed)

Date adopted: __________

Date last reviewed: ________

Date changed: _____________

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

D. POLICY TITLE: FINANCIAL CONDITION

With respect to the actual, ongoing condition of the organization’s financial health, the chief executive may not cause or allow the development of fiscal jeopardy nor a material deviation of actual expenditures from board priorities established in Aims/Ends policies.

Accordingly the chief executive may not:

1. Expend more funds during a fiscal year than have been received in that fiscal year unless there is prior approval from the board.

2. Allow cash to drop below the amount needed to settle payroll and debts in a timely manner.

3. Allow tax payments or other government-ordered payments or filings to be overdue or inaccurately filed.

4. Fail to engage a reputable auditing firm as recommended by the finance committee to conduct an annual audit.

5. Fail to provide the finance committee and the board of directors with a copy of the IRS Form 990 for review ten (10) days before submitting the report, which will be signed by the CEO.

 

MONITORING:

Method(s) Budget Status Report Internal report

Frequency Monthly Once per year

Month month by the first meeting of the subsequent fiscal year

Date adopted: __________

Date last reviewed: ____________

Date changed: ___________

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

E. POLICY TITLE: ASSET PROTECTION

The chief executive may not allow assets to be inadequately maintained.

Accordingly, the CEO may not:

1. Subject plant and equipment to either improper wear and tear or insufficient maintenance.

2. Receive, process or disburse funds under controls that are insufficient to meet the board-appointed auditor’s standards.

3. Fail to invest or hold operating capital in prudent investments and standard instruments except where necessary to facilitate ease in operational transactions.

4. Acquire, encumber or dispose of real property.

5. Fail to inform the Board after the end of the fiscal year regarding the intended uses of surplus funds available from that fiscal year, by the winter face-to-face board meeting.

6. Fail to work with suppliers in developing long-term relationships and involvement in new product/service development.

7. Enter into any joint venture arrangement without taking steps to protect the organization’s exempt status with respect to the venture or arrangement by: a) maintaining sufficient control to ensure that it furthers the exempt purpose of the organization, b) requiring that it gives priority to exempt purposes of the organization over maximizing profits for all other participants, c) requiring that it not engage in activities that would jeopardize the organization’s tax exemption,

and d) requiring that all contracts entered into by the venture or arrangement are at arm’s length to the organization.

Note: For purposes of this policy, a joint venture or similar arrangement means any joint ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or tax-exempt purpose activity without regard to: 1) whether the organization controls the venture or arrangement; 2) the legal structure of the venture or arrangement; or 3) whether the venture or arrangement is taxed as a partnership or as

an association or corporation for federal income tax purposes.

A venture or arrangement is disregarded if it meets both of the following conditions:

a) 95% or more of the venture’s or arrangement’s income for its tax year ending within the

organization’s tax year is excluded from unrelated business income taxation (including but not limited to:

(i) dividends, interest, and annuities; (ii) royalties; (iii) rent from real property and incidental related personal property except to the extent of debt-financing; and (iv) gains or losses from the sale of property); and

b) the primary purposes of the organization’s contribution to, or investment or participation in, the venture or arrangement is the production of income or appreciation of property.

 

MONITORING:

Method(s) Internal report

Frequency Annual

Month month

Date adopted: ___________

Date last reviewed: ____________

Date changed: ____________

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

F. POLICY TITLE: EMERGENCY EXECUTIVE SUCCESSION

In order to protect the board from sudden loss of chief executive services, the chief executive may not have fewer than two other designees familiar with board and chief executive issues and processes.

 

MONITORING:

Method(s) Internal report

Frequency Annual or as needed to maintain two successors

Month month

Date adopted: __________

Date last reviewed: _________

Date changed: ___________

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

G. POLICY TITLE: COMPENSATION AND BENEFITS

With respect to employment, compensation and benefits to employees, consultants, contract workers and volunteers, the chief executive may not cause or allow jeopardy to fiscal integrity or public image.

Accordingly, the Chief Executive may not:

1. Change the CEO’s own compensation and benefits.

2. Promise or imply guaranteed employment.

3. Establish current compensation and benefits which:

(A) Deviate materially from the geographic or professional market for the skills employed.

(B) Create obligations over a longer term than revenues can be safely projected, in no event longer than one year and in all events subject to losses of revenue.

4. Establish or change pension benefits which:

(A) Cause unfunded liabilities to occur or in any way commit the organization to benefits that incur unpredictable future costs.

(B) Provide less than some basic level of benefits to all full time employees, though differential benefits to encourage longevity in key employees are not prohibited.

(C) Allow any employee to lose benefits already accrued from any foregoing plan.

(D) Treat the chief executive differently from other comparable key employees.

(E) Are instituted without prior monitoring of these provisions.

 

MONITORING:

Method(s) Internal report

Frequency Annual

Date month

Date adopted: __________

Date last reviewed: _________

Date changed: ____________

 

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

H. POLICY TITLE: COMMUNICATION AND COUNSEL TO THE BOARD

With respect to providing information and counsel to the Board, the CEO may not permit the board to be uninformed.

Accordingly, the CEO may not:

1. Neglect to submit monitoring data required by the board (see policy on Monitoring Executive Performance) in a timely, accurate and understandable fashion using appropriate Continual Quality Improvement tools and directly addressing provisions of the board policies being monitored.

2. Let the board be unaware of relevant trends, anticipated adverse media coverage, significant external and internal changes, and particularly changes in the assumptions upon which any board policy has previously been established.

3. Fail to provide a mechanism for official board, officer or committee communications.

4. Fail to deal with the board as a whole except when

(A) Fulfilling individual requests for information

(B) Responding to officers or committees duly charged by the board.

5. Fail to report in a timely manner an actual or anticipated noncompliance with any policy of the board.

6. Give information to the board that is not clearly identified as either Information for Decision Making, Incidental Information Only, or Monitoring Information.

 

MONITORING:

Method(s) Internal report

Frequency Annual

Month month

Date adopted: __________

Date last reviewed: __________

Date changed: __________

 

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

I. POLICY TITLE: FORMAL PROCESS FOR FEEDBACK FROM MEMBERS ABOUT SERVICE AND PRODUCTS

The CEO shall not cause or allow any practice that diminishes or dissuades feedback from the membership.

Accordingly, the CEO may not:

1. Fail to establish and employ easily accessible and well-publicized formal mechanisms and processes for the solicitation, collection and analysis (frequency and type) of feedback on services and products.

2. Fail to establish above mechanisms and procedures without also establishing an appropriate response mechanism.

 

MONITORING:

Method(s) Internal report

Frequency Annual

Month month

Date adopted: ___________

Date last reviewed: ___________

Date changed: ____________

 

II. POLICY TYPE: EXECUTIVE LIMITATIONS

J. POLICY TITLE: INSURANCE PROTECTION

The chief executive may not allow assets to be unprotected, or unnecessarily risked.

Accordingly, the CEO may not:

1. Fail to insure against theft and casualty losses to at least 80 percent replacement value and against liability losses to board members, staff or the organization itself in an amount greater than the average for comparable organizations.

2. Allow non-bonded personnel access to material amounts of funds.

3. Unnecessarily expose the organization, its board or staff to claims of liability or loss.

 

MONITORING:

Method(s) Internal report

External report: a copy of the declaration sheet sent by the insurance agent to the president

concurrently.

Frequency Annual

Month month

Date adopted: __________

Date last reviewed: __________

Date changed: __________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

GENERAL GOVERNANCE COMMITMENT

On behalf of the membership, the board will govern the (ORGANIZATION) with a strategic perspective continually improving its process and capability to express values and vision. The board will govern the Organization using a Policy Governance process.

 

MONITORING

Method(s) Meeting improvement checklist (see appendices)

Frequency Following each meeting (w/minutes)

Date adopted: _______________

Date last reviewed: ______________

Date changed: ____________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

A. POLICY TITLE: GOVERNING STYLE

The board will govern with a style that emphasizes outward vision rather than an internal preoccupation, encouragement of diversity in viewpoints, strategic leadership more than administrative detail, clear distinction of board and chief executive roles, collective rather than individual decisions, future rather than past or present, and being proactive rather than reactive.

More specifically, the board will:

1. Operate in all ways mindful of its trustee obligation to the membership. It will allow no officer, individual, or committee of the board to hinder or be an excuse for not fulfilling this commitment.

2. Enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, policy-making principles, respect of roles, speaking with one voice and ensuring the continual improvement of board processes and capabilities by adhering to these ground rules.

(A) RESPECT: Show respect for each person’s contribution by neutral acknowledgment (no plops) and by attentive listening and no side conversations.

(B) HONESTY: Be honest in reporting, own our own responses and use “I messages” for feedback to others.

(C) CONTINUITY/ONE VOICE: Speak with one voice and support the board’s decisions with the members and staff.

(D) DIVERSITY IN OPINIONS: When in disagreement with an idea, it is part of the discovery process and will not be directed negatively at the presenter or taken negatively by the presenter.

(E) PREPARATION: Come prepared to meetings, having read the material before the meetings.

(F) PERSONAL DIFFERENCES: Personal differences will not get in the way of the board’s work.

(G) GROUP COHESIVENESS: Any person may ask for a “group check” (thumbs up/down/ sideways) to clarify what the group’s thinking is at that moment. This may help move the board forward by clarifying if the board is stuck in repeating issues, if the group is ready to vote or if more discussion is needed.

(H) MINUTIA: Deal with the minutia outside the meeting. Some may need to talk about some things more than others. Respect the meeting time for business of the board.

(I) BREAKS: Have appropriate breaks to help maintain our focus and energy.

(J) CONFIDENTIALITY: Say what we want without fear of it leaving the board meeting.

Accordingly, the following philosophy and procedure will govern dealing with matters of confidentiality:

As an overall focus, three cogent points are fundamental:

I. Board members must be honest and tactful in all correspondence, yet we must be highly communicative with each other.

II. Board members must be willing to take responsibility for their actions and words.

III. Board members must maintain absolute confidentiality with regard to confidential Board matters.

 

BREACH OF CONFIDENTIALITY PROCEDURE

1) Upon a well founded belief that a Board member or other (ORGANIZATION) leaders/members working on behalf of the board have broken confidentiality, this breach should be reported to the President or the Executive Director.

2) The President or the Executive Director should then contact each other to discuss the report of the breach of confidentiality. Then, the President or the Executive Director should contact the affected party to discuss the breach of confidentiality.

3) After discussion with the affected party, if the President and the Executive Director find that the issue of breach of confidentiality has credibility, then the President or the Executive Director will require the affected party to discuss the issue with the Board of Directors at the next Board meeting or in a conference call (appropriate forum left to presidential discretion). The Board of Directors will be informed as soon as possible of the issues surrounding the breach of confidentiality.

4) If the President and Executive Director that the issue lacks credibility, then the President (after consultation with the Executive Director) or the Executive Director (after consultation with the President) may dismiss the issue without further action.

5) Should the President be the affected party, the vice-president will execute the presidential duty in this procedure.

6) The affected party will discuss the breach of confidentiality with the Governing Board.

7) After the discussion, the governing Board may:

a. dismiss the issue as no breach of confidentiality,

b. may censure the affected party,

c. or, upon a second occurrence of breach of confidentiality by the same party, may remove the party from office by the two-thirds vote of the Governing Board, as outlined by the (ORGANIZATION) Code of Regulations.

3. Continual redevelopment will include orientation of new members in the board’s governance process and periodic board discussion of process improvement.

4. Direct, control, and inspire the organization with thoughtful establishment of the broadest organizational policies reflecting the board’s values and perspectives. The board’s major focus will be on the intended long-term impacts outside the operating organization (aims/ends), not on the administrative means of attaining those effects.

Whenever the board speaks on ANY topic that is beyond a single event decision, it is a policy decision and should be made as such. Start with the broad view and work in.

5. Cultivate a sense of group responsibility. The board, not the staff, will be responsible for excellence in governing.

The board will be an initiator of policy, not merely a reactor to staff initiatives. The board will use the expertise of individual members to enhance the knowledge and ability of the board as a body, rather than to substitute their individual judgments for the board’s values.

6. Monitor, discuss, and continually improve the board’s and individual members’ process and performance at each meeting. Self-monitoring will include comparison of board activity and discipline to policies in the Governance Process and Board-CEO Relationship categories.

7. Ensure as much transparency in its work as possible, not to violate any rules of confidentiality. Individual Board directors will adhere to the board’s conflict of Interest policy and to the (ORGANIZATION)  Code of Professional Standards.

 

MONITORING:

Date adopted: _____________

Date last reviewed: __________

Date changed: __________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

B. POLICY TITLE: BOARD JOB DESCRIPTION

The work of the board is to serve as trustees for the membership in determining and demanding appropriate organizational performance. To distinguish the board’s own unique work from the work of its staff, the board will concentrate its efforts on the following work outputs:

1. The link between the organization and the membership.

2. Clarity of values and vision in written governing policies, which at the broadest levels, address:

(A) Aims/Ends: Organizational impacts, benefits, outcomes, recipients, and their relative worth (what good for which people and needs at what cost).

(B) Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.

(C) Governance Process: Description of how the board conceives, carries out and monitors its own task.

(D) Board-CEO Relationship: Delegation of authority between the board, its executive officers and the CEO and monitoring the appropriate use of this authority by establishing appropriate accountability standards for the CEO.

3. The assurance of organizational performance.

4. Appointment of appropriate committees and committee members as outlined in the (ORGANIZATION)  code of Regulations.

5. Donation of board members’ time for staff directed legislative impact and funding efforts.

 

MONITORING:

Method(s) President’s written report on success of established plan

Frequency Once per year

Month Last meeting of the fiscal year

Date adopted: ____________

Date last reviewed: ______________

Date changed: ______________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

C. POLICY TITLE: PRESIDENT’S ROLE

The work of the president is, primarily, the integrity of the board’s process and, secondarily, occasional representation of the board to outside parties. The president is the only board member authorized to speak for the board (beyond simply reporting board decisions), other than in rare and specifically authorized instances.

1. The work of the president is to insure that the board behavior is consistent with its own rules and those legitimately imposed upon it from outside the organization.

(A) Meeting discussion content will only be those issues which, according to board policy, clearly belong to the board to decide, not the CEO.

(B) Deliberation will be fair, open, and thorough, but also efficient, timely, orderly, and kept to the point.

2. The authority of the president consists in making decisions that fall within the topics covered by board policies on

Governance Process and Board-CEO Relationship, except where the board specifically delegates portions of this authority to others. The president is authorized to use any reasonable interpretation of the provisions in these policies.

(A) The president is empowered to chair board meetings with all the commonly accepted power of that position (e.g., ruling, recognizing)

(B) The president has no authority to make decisions about policies created by the board within Aims/Ends and Executive Limitations policy areas. Therefore, the president has no authority to supervise or direct the CEO.

(C) The president should remain in consistent contact with the CEO, so both may maintain needed awareness of issues.

(D) The president may represent the board to outside parties in announcing board-stated positions and in stating Chair decisions and interpretations within the area delegated to the Chair.

 

MONITORING

Method(s): President’s role review form completed by board members

Frequency: Twice per year

Month: Fall and winter face-to-face meetings (forms provided to vice president. At final meeting of board cycle, a summary report provided to board with minutes).

Date adopted: _____________

Date last reviewed: ____________

Date changed: _____________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

D. POLICY TITLE: BOARD COMMITTEE PRINCIPLES

Board committees, when used, will be assigned so as to minimally interfere with the wholeness of the board’s job and so as never to interfere with delegation from board to CEO. Committees will be used sparingly, only when other methods have been deemed inadequate.

1. Board committees are to help the board do its job, not to help the staff do its jobs. Committees ordinarily will assist the board by preparing policy alternatives and implications for board deliberation. Board committees are not to be created by the board to advise staff.

2. Board committees may not speak or act for the board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the chief executive.

3. Board committees cannot exercise authority over staff. Because the chief executive works for the full board, there may be times when executive action must be taken. The CEO may confer with committee chairs prior to action being taken. In keeping with the board’s broader focus, board committees will normally not have direct dealings with current staff operations.

4. Board committees are to avoid over-identification with organizational parts rather than the whole.

5. This policy applies only to committees that are formed by board action, whether or not the committees include non-board members. It does not apply to committees formed under the authority of the chief executive.

6. The president will issue a committee charter for any board committee outlining the committee’s members, duties, scope and term.

 

MONITORING:

Method(s): President’s summary report written in review for the year

Frequency: Annually

Month: Last scheduled meeting of the fiscal year

Date adopted: __________

Date last reviewed: ________

Date changed: ____________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

E. POLICY TITLE: COMMITTEE STRUCTURE

A committee is a board committee only if its existence and charge come from the Board, regardless whether board members sit on the committee. Board consensus can charge a committee and the President will confer with the board as to who can best sit on the committee. The only standing board committees are those which are set forth in this policy and

appropriately chartered with clear product, authorities, timelines, and staff considerations.

1. Finance Committee

(A) Aim: The committee is to provide a review process of significant financial issues that affect the Organization and to make recommendations to the Board.

Product to be achieved by:

1. Review the Organization’s annual operating budget including revenue assumptions, program

outcomes and expenditures.

2. Review the Organization’s annual capital budget.

3. Review the Organization’s new program initiatives with regard to financing alternatives and

assumptions.

4. Review and evaluate the Organization’s investment fund and foundation fund investment objectives, performance and uses.

5. Make recommendations to the board regarding adoption of the budget(s), potential viability of new program initiatives and investment fund policy.

(B) Authority: The committee may meet as necessary via conference call. Non-board members will be considered appointed leaders of the Association and included under the Directors and Officers insurance policy.

(C) Membership: The committee shall consist of the President, Vice President and board Treasurer. Further, the President after soliciting recommendations will also appoint up to three additional members who are not board members.

(D) Term: The term of service will be limited to the remaining time the board member has on the board. The term of service for non-board members will be for up to forty-eight months and may be renewed. Removal from the committee will be at the discretion of the President with advice of the board.

(E) General Limitations: The committee may not violate the policies or values of the organization.

(F) Specific Limitations:

1. The committee may meet as needed.

2. The committee may not incur the expense of a face-to-face meeting without the expenses being authorized by the President.

 

MONITORING

Methods(s) Internal report from board treasurer to board

Frequency Annually

Month First face-to-face meeting of year

Date adopted: ____________

Date last reviewed: ____________

Date changed: __________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

F. POLICY TITLE: ANNUAL BOARD PLANNING CYCLE

To accomplish its work with a governance style consistent with board policies, the board will develop and follow an annual plan which (a) includes an exploration of Aims/Ends policies and (b) continually improves board performance using process improvement tools and with special attention to input and deliberation. Budget plan to be delivered to staff by April.

 

MONITORING

Method(s): Plan to be developed by president and board at winter meeting for the following year

Frequency: Annual

Month: month

Date adopted: _____________

Date last reviewed: ____________

Date changed: ____________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

G. POLICY TITLE: BOARD MEMBERS’ CODE OF CONDUCT

The board expects of itself and its members ethical and businesslike conduct. This commitment includes proper use of authority and appropriate decorum in group and individual behavior when acting as Board members and staff or board appointed committees.

1. Board members and staff or board appointed committee’s must represent unconflicted loyalty to the interests of the membership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. This accountability supersedes the personal interest of any board member acting as an individual consumer of the organization’s services.

2. Board members and staff or board appointed committee’s must avoid any conflict of interest with respect to their fiduciary responsibility.

(A) There must be no self-dealing or any conduct of private business or personal services between any board member and the organization except as procedurally controlled to assure openness, competitive opportunity and equal access to “inside” information.

(B) Board members and staff or board appointed committees must not use their positions to obtain employment in the organization for themselves, family members or close associates.

(C) Should a board member be considered for employment, the board member must temporarily withdraw from board deliberation, voting, and access to applicable board information.

(D) Applicants for the position of Executive Director may not be any of the following: a current officer of the association or a member of the board, in a position that is elected but awaiting the beginning of an officer or board member term, or a candidate for an officer position or for a board position. In order to apply, they must resign their position or withdraw their candidacy within 30 days of a public announcement of the opening.

3. Board members and staff or board appointed committees may not attempt to exercise individual authority over the organization except as explicitly set forth in board policies.

(A) Board members’ interaction with the chief executive or with staff must recognize the lack of authority in any individual board member or group of board members except as noted above.

(B) Board members and staff or board appointed committee’s interaction with the membership, public, press or other entities must recognize the same limitation and requirements of confidentiality and the similar inability of any board member or board members and staff or board appointed committees to speak for the board.

(C) Board members and staff or board appointed committees will make no judgments of the chief executive or staff performance except as that performance is assessed against explicit board policies.

4. Board members and staff or board appointed committees must abide by ground rules for board meetings as stated in board policy.

5. Any breach of the code of conduct by a member of the board shall be brought to the board of directors for discussion and appropriate action on a case-by-case basis.

 

MONITORING

Method(s) Individual board members or board appointed committees sign this policy when coming on the board.

The vice-president will be process observer to give oral report/suggestions.

Frequency Annually

Month Board members will sign at the first face-to-face meeting. Process observer reports at each meeting.

Date adopted: __________

Date last reviewed: ___________

Date changed: ____________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

H. POLICY TITLE: ELECTION CAMPAIGNING

The association’s position is that no campaigning shall occur.

The Board believes in as equal an access to the members as possible for all candidates. The association has a long history of fairness and equity in its nomination and election process, seeking the best candidates as outlined in Code of Regulations, and selecting candidates in accordance with the anti-discrimination policy of the board.

An important factor in ensuring equity is a limitation on campaigning activities, including the distribution of promotional literature. No candidate should have an advantage over others because of greater access to fiscal, technological or human resources. Vita information and statements by the candidates are posted to the (ORGANIZATION) web site. Election results should reflect individual and informed choices based only on candidates’ integrity, experience, accomplishments, and leadership qualities.

1. For those wishing to be placed on the ballot by the petition process, seeking the required signatures for nomination is not considered campaigning.

2. Candidates are required to sign a copy of this policy agreeing to abide by its terms.

3. Candidates who violate this policy are ineligible to hold elected office for that election.

 

MONITORING

Methods(s) Internal report from the chair of the nominating committee

Frequency Annually

Month Preceding the counting of ballots

Date adopted: ____________

Date last reviewed: ____________

Date changed: _____________

 

 

III. POLICY TYPE: GOVERNANCE PROCESS

I. POLICY TITLE: NOMINATING PROCESS TRANSPARENCY

The Board and each individual member must always avoid any conflict of interest in all deliberations and decisions. In order to avoid a conflict of interest for a sitting Board member who chooses to stand for election to the same Board position or to stand for election to another position, the Board member must adhere to the following:

1. When the Board discusses the qualities to be used on the qualification matrix that will be published and be issued to the nominating committee, any sitting Board member wishing to remain eligible for election to that office or another office under consideration must excuse himself/herself from the discussion and must excuse himself/herself from the Board meeting room for the duration of the discussion.

2. If the Board member chooses to excuse himself/herself from the Board meeting room for the duration of the discussion, he/she is eligible to stand for election to the applicable office.

3. If the Board member chooses not to excuse himself/herself from the Board meeting room for the duration of the discussion, he/she is not eligible to stand for election to the applicable office and will not be considered by the nominating committee, nor can the Board member’s name be placed in nomination by the membership for the applicable office.

4. Violation of this policy will be considered a violation of the Code of Ethics for (ORGANIZATION)  Board Directors.

 

MONITORING

Method(s): Internal report by the President to the Board and report of eligible board members to stand for election will be made to the Chair of the nominating committee

Frequency: Annually

Month: Following the board meeting at which nomination qualification matrix is created

Date adopted: ___________

Date last reviewed: ____________

Date changed: ___________

 

 

IV. POLICY TYPE: BOARD-CEO RELATIONSHIP

POLICY TITLE: CHIEF EXECUTIVE ROLE

The executive director as chief executive officer is accountable to the board acting as a body. The board will instruct the executive director through written policies, delegating interpretation and implementation to the Chief Executive officer.

 

MONITORING

Method(s) Vice-president to the CEO

Frequency Twice per year

Month month

Date adopted: ____________

Date last reviewed: __________

Date changed: __________

 

 

IV. POLICY TYPE: BOARD-CEO RELATIONSHIP

A. POLICY TITLE: DELEGATION TO THE CHIEF EXECUTIVE

All board authority delegated to staff is delegated through the chief executive, so that all authority and accountability of staff, as far as the board is concerned, is considered to be the authority and accountability of the chief executive.

1. The board will direct the chief executive to achieve certain results, for certain recipients, at a certain cost through the establishment of Aims/Ends policies. The board will limit the latitude the chief executive may exercise in practices, methods, conduct and other means to the ends through establishment of Executive Limitations policies.

2. As long as the chief executive uses any reasonable interpretation of the board’s Aims/Ends and Executive Limitations policies, the chief executive is authorized to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities.

3. The board may change its Aims/Ends and Executive Limitations policies, thereby shifting the boundary between board and chief executive domains. By so doing, the board changes the latitude of choice given to the chief executive. But so long as any particular delegation is in place, the board and its members will respect and support the chief executive’s choices. This does not prevent the board from obtaining information in the delegated areas.

4. Only decisions of the board acting as a body are binding upon the chief executive.

(A) Decisions or instructions of individual board members, officers, or committees are not binding on the chief executive except in rare instances when the board has specifically authorized such exercise of authority.

(B) In the case of board members or committees requesting information or assistance without board authorizations, the chief executive can refuse such requests that require—in the chief executive’s judgment—a material amount of staff time or funds or is disruptive.

 

MONITORING:

Date adopted: ______

Date last reviewed: ______________

Date changed: _______________

 

 

IV. POLICY TYPE: BOARD-CEO RELATIONSHIP

B. POLICY TITLE: CHIEF EXECUTIVE PERFORMANCE EVALUATION

Whereas the CEO is the official link to organizational effectiveness, the CEO’s annual performance evaluation will be based on:

1. A formal report from the CEO submitted to the board at the first board meeting following the end of each fiscal year outlining organizational accomplishments, challenges and future opportunities as they relate to board policies on aims/ends.

2. Compliance with Executive Limitations as evidenced in Policy II monitoring reports as issued to the Board according to the Policy Monitoring Calendar.

3. A formal evaluation report (see Appendix CEO Summative Assessment) completed by the President with consent of the Board of Directors that is based upon the execution of (ORGANIZATION) policies as outlined in this manual.

a. The Board of Directors will use the result of the CEO Summative Assessment in determining changes in financial compensation among other considerations in compliance with Policies IV C.

b. The President must submit the completed CEO Summative Assessment to the CEO no later than June 1.

 

MONITORING

Method(s) A written report submitted by President of the board

Frequency Once per year

Month By month

Date adopted: ___________

Date last reviewed: ____________

Date changed: _________

 

 

IV. POLICY TYPE: BOARD-CEO RELATIONSHIP

C. POLICY TITLE: PROCESS FOR DETERMINING THE COMPENSATION OF THE EXECUTIVE DIRECTOR

The (ORGANIZAION) board will pay its Chief Executive Officer (CEO) fair market value for services within the context of fiscal responsibility to the organization.

1. Comparable compensation and benefit packages will be researched by the Board of Directors of the organization, a compensation committee appointed by the Board or an outside source determined by the Board.

2. The process for determining compensation must include all of these elements:

(A) Use of data as to comparable compensation. The compensation of the CEO must be reviewed and approved using data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations, including similar budgets, similar number of employees and similar national scope.

(B) Review and approval. The compensation of the CEO must be reviewed and approved by the Board of the organization, provided that persons with conflicts of interest with respect to the compensation arrangement at issue shall not be involved in this review and approval.

(C) Contemporaneous documentation and record keeping. There must be contemporaneous documentation and record keeping with respect to the deliberations and decisions regarding the compensation arrangement.

3. The board will review benefits and adjustments to the range annually.

4. Benefits will remain as limited by law.

 

MONITORING

Method(s) Internal report by president

Frequency Annual

Month month

Date adopted: ___________

Date last reviewed: _________

Date changed: ___________

 

 

IV. POLICY TYPE: BOARD-CEO RELATIONSHIP

D. POLICY TITLE: MONITORING ORGANIZATIONAL PERFORMANCE

Monitoring executive performance is synonymous with monitoring organizational performance against board policies on Aims/Ends and on Executive Limitations. Any formal or informal evaluation of CEO/organizational performance may be derived only from these monitoring data.

1. The purpose of monitoring is simply to determine the degree to which board policies are being fulfilled.

Information that does not do this will not be considered to be monitoring. Monitoring will be as automatic as possible, using a minimum of board time so that meetings can be used to create the future rather than to review the past.

2. A given policy may be monitored in one or more of three ways:

(A) Internal report: Documentation of compliance information to the board from the chief executive.

(B) External report: Documentation of compliance information by a disinterested, external audit, inspector or judge who is selected by and reports directly to the board. Such reports must assess performance only against policies of the board, not those of the external party unless the board has previously indicated that party’s opinion to be the standard.

(C) Direct board inspection: Documentation of compliance information by a board member, a committee or the board as a whole. This is a board inspection of documents, activities or circumstances directed by the board that allows a “prudent person” test of policy compliance.

3. Upon the choice of the board, any policy can be monitored by any method at any time. For regular monitoring, however, each Aims/Ends and Executive Limitations policy will be classified by the board according to frequency and method. (See attached calendar appendix)

4. Monitoring of the organization’s health should be done continually by the CEO and periodically by the board on the schedule set down above. Consequently, monitoring/evaluation is going on all the time not just once or twice a year. There should be no surprises to board or CEO.

 

 

MONITORING

Method(s) Internal report by president

Frequency Annual

Month month in review of the preceding year

Date adopted: ______________

Date last reviewed: ______________

Date changed: __________

 

 

Appendices

 

SAMPLE BOARD MEETING IMPROVEMENT CHECKLIST

Date ______________

 

A. General Meeting Behavior

Only check areas for improvement:

_____ 1. RESPECT: We will show respect for each person’s contribution by neutral acknowledgment (no plops) and by attentive listening and no side conversations.

_____ 2. HONESTY; We will be honest in reporting own our own responses and use “I messages” for feedback to others.

_____ 3. CONTINUITY/ONE VOICE: We will speak with one voice and support the board’s decisions with the members.

_____ 4. DIVERSITY IN OPINIONS: When we disagree with an idea, it is part of the discovery process and will not be directed negatively at the presenter nor taken negatively by the presenter.

_____ 5. PREPARATION: We will come prepared to meetings. We will read the material before the meetings.

_____ 6. PERSONAL DIFFERENCES: Our personal differences will not get in the way of the board’s work.

_____ 7. GROUP COHESIVENESS: Any person may ask for a “group check” (thumbs up/down/ sideways) to clarify what the group’s thinking is at that moment. This may help move the board forward by clarifying if the board is stuck in repeating issues, if the group is ready to vote or if more discussion is needed.

_____ 8. MINUTIA: We will deal with the minutia outside the meeting. Some may need to talk about some things more than others. We will respect the meeting time for business of the board.

_____ 9. BREAKS: We will have appropriate breaks to help maintain our focus and energy.

_____ 10. CONFIDENTIALITY: We can say what we want without fear of it leaving the board meeting.

 

 

B. SAMPLE GOVERNANCE PRINCIPLE REVIEW

Only check areas for improvement.

_____ 1. Most board actions were taken in the form of policy changes rather than stand-alone resolutions.

_____ 2. Any stand-alone resolutions are clearly the board’s decision.

_____ 3. The board reviews what it had already said IN ITS POLICY about each specific topic before discussion on that issue.

_____ 4. In writing additional policies, the board starts with the broad statement and became more detailed in a logical sequence.

_____ 5. We use less than 15% of board meeting time in monitoring organizational performance.

_____ 6. We routinely spend time on monitoring and improving our own process.

_____ 7. We work on clarifying board priorities/values (aims/ends) among the range of potential outcomes, beneficiaries and costs of outcomes.

_____ 8. Aims/ends policies are clearly and logically built within the master/mega aim/end statement.

_____ 9. The board has an annual calendar based on a strategic plan for accomplishing the board job.

_____ 10. The board president/officers help the board get its job done rather than supervision or becoming involved in staff work.

_____ 11. We spend most of our time on debating, defining, and clarifying our vision and in linking with our owners.

_____ 12. The board supports the CEO in any reasonable interpretation of applicable board policies.

 

 

SAMPLE PRESIDENT’S ROLE REVIEW FORM (May also be used for CEO)

Name of Board Member completing form _______________________________

Date ______________________________________

(ORGANIZATION) Policy III. C. President’s Role

1. The work of the president is to insure that the board behavior is consistent with its own rules and those legitimately imposed upon it from outside the organization.

 

Only check areas for improvement:

(A) ___Meeting discussion content will only be those issues which, according to board policy, clearly belong to the board to decide, not the CEO.

(B)____Deliberation will be fair, open, and thorough, but also efficient, timely, orderly, and kept to the point.

Please circle the number that most closely agrees with your feeling on:

The president’s ensuring board behavior and following its own rules

1 2 3 4 5

Very Dissatisfied Adequate Highly Satisfied

 

2. The authority of the president consists in making decisions that fall within the topics covered by board policies on Governance Process and Board-CEO Relationship, except where the board specifically delegates portions of this authority to others. The president is authorized to use any reasonable interpretation of the provisions in these policies.

Only check areas for improvement:

(A) ___The president is empowered to chair board meetings with all the commonly accepted power of that position (e.g., ruling, recognizing)

(B)____The president has no authority to make decisions about policies created by the Board within Aims/Ends and Executive Limitations policy areas. Therefore, the president has no authority to supervise or direct the CEO.

(C)____The president may represent the board to outside parties in announcing board-stated positions and in stating Chair decisions and interpretations within the area delegated to the Chair.

Please circle the number that most closely agrees with your feeling on:

The president making decisions on topics covered by board policies and any reasonable interpretation of

the provisions in those policies.

1 2 3 4 5

Very Dissatisfied Adequate Highly Satisfied

 

 

 

**TexasNonprofits disclaimer: TXNP.ORG published this document as is a sample document only. Please contact your attorney to help you draft your own document. We do not guarantee or warrant any of the information contained herein.



rss 

Your TXNP Weekly E-Newsletter is made possible by the generosity of:

FROST in many Texas cities
THE SID RICHARDSON FOUNDATION in Fort Worth


TXNP Professional Members Are Dedicated to Texas and Texans.

Aurora Grants & Consulting |Dawson Murray Teague Communications | ELITE Research | FOR THE PHILANTHROPIST | Graystone Consulting | J A Churchill Associates | John F. Lewis PC | McConnell & Jones LLC



Sign up for your personal TXNP E-Newsletter

at-t Meadows Foundation express news HOBLITZELLE FOUNDATION v greenly zachry foundation w b h b bank of america southwest airlines Sid W. Richardson Foundation forst