EXAMPLES OF SOME OF THE QUESTIONS SUBMITTED TO 'ASK A MENTOR'

 

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Questions Dealing with Goverance Issues

 

Q: Does the Executive Committee chosen by the Board of Directors have to be voted on at the AGM? I am next year's President of a non-profit association. At our last Board meeting, we chose our new Executive. We formed a Nominating Committee to nominate people for the empty seats on the Board. These names will be put forth at the AGM. Are there any other names that have to be put forward?

 

A: There are no hard and fast rules about what board positions should be filled by having the organization's members vote on them. The minimum legal requirement is that they elect the board members. In many, but not all organizations, they vote on nominees for the officer positions on the board: President (or Chair), Vice-President (or Vice-Chair), Treasurer, Secretary.

 

It is relatively rare to find members voting on who will be on the Executive Committee. The structure and composition of that committee is usually left for the board itself to decide along with who will be on any other committees it might have. The rationale for this is that the main objective of committees is to carry out certain objectives efficiently and effectively and/or recommend policies to the board. Under no circumstances should they have the authority to make policy decisions. So what is wanted is to get the best possible people sitting on those committees. Having committee membership voted on by the membership, who may or may not know who is best for the job, runs the risk of having less than ideal people doing committee work. But, as I said, each organization can choose whatever practice it thinks best.

 

 

Q: I am chair of the board of a small non-profit school. Our board is researching the idea of whether or not our administrators (two teachers who job share) should be actual board members with voting privileges. Currently the administrators attend all board meetings and act as advisors to the board. Would you be able to give us some advice about the pros and cons of them being voting members? What is the current thinking on this? Thanks very much for any help you can give us.

 

A: It is generally agreed that ‘best practice’ in the world of nonprofit organizations recommends that administrators, general managers, executive directors and all other paid staff of the organization NOT sit as voting members of the boards of their organizations.

 

The CEO should, however, sit as a non-voting member and be able to participate in the discussion of all matters that come to the board except, of course, those that deal with themselves, such as performance reviews. Other members of the mangement team should be invited to participate at board meetings when there are issues which they can contribute to.

 

The rationale for this is that the board is, legally speaking, the “boss” of the chief executive officer and the latter is accountable to the board. The idea is that one should not be one’s own boss as it were. Interestingly, in the corporate world, there are many instances of CEOs sitting as voting members of their boards, even acting as board Chairs. But this practice came under severe fire after the spate of corporate governance scandals of the past 10 years and is fading fast even in that sector.

 

 

Q: I am assuming that very few Boards would allow `SPOUSES' to be approved for Board Membership (both spouses on the same Board). Am I correct, and if so why? Thank you.

 

A: Thank you for your enquiry re spouses on boards. I’m afraid there is no research on this but I have read nothing in any of the ‘how to’ literature on boards that makes any generalizations about this subject. I’ve also known a number of boards that have had spouses on them at least for awhile.

 

The reason that personal relationships should not matter is because the main goal in board recruiting is to find people who are committed strongly to the mission of the organization, have enough time and energy to devote to board work, can bring to the job valuable experience and abilities in seeing the big picture, analyzing complex issues and being creative, impartial, decision makers. If two of those people are spouses (or siblings, cousins, from the same religion or next door neighbours) this should not make any difference.

 

The only time the formal relationship between two board members might be an issue is if the board is seriously split on some sort of issue and has formed itself into cliques which vote in blocs. In that situation, members of a rival clique might object if anyone is nominated who they believe will be unduly influenced by the relationship to their opponents.

 

Finally, it a good general principle for boards to seek to have a broad diversity of members who will reflect the diversity of the publics that the organization serves. To achieve this requires considerable effort in locating and recruiting such people, One or two rules about rejecting spouses, family members, etc. aren’t sufficient.

 

 

Q: My “policy governance” -- or Carver -- Board is seeking insight into how to manage succession planning.I’ve been searching for answeers in the literature but have come up empty-handed.
Do you know of a “best-practices” set of guidelines? Thanks in advance for your time and consideration.

 

A: I’m afraid it is not clear whether you are asking about succession planning for management or for certain key board roles such as chair. If the former, have a look at this: http://www.hrcouncil.ca/hr-toolkit/planning-succession.cfm . If you are totally Carver, you would presumably have an end or two stating the principles which the organization’s human resources strategy should address. One might be the maintenance of fully prepared people in all major positions. The CEO would then insure that such things as good succession planning were in place.

 

If you are talking about succession planning for the board, this is a very poorly addressed topic in the literature. In general, it involves having a structure of offices with accompanying position descriptions which make it clear that certain positions such as Vice Chair, are meant to lead to other positions, such as Chair and therefore the incumbent should be conscious of having to “shadow” the next position to learn it. This resource which might be of interest:

http://www.help4nonprofits.com/NP_Bd_Recruit_Article.htm

 

 

Q: We have just completed a revamp of our bylaws, and they no longer say that we will use Roberts Rules in determining the proceedings of our meetings. We no longer stipulate that the President/Chair and Executive Director are ex officio member of all committees.

 

Questions:

1. Should the President be an ex officio member of all Committees with all rights and responsibilities as other members, including voting?
2. Should the Executive Director be an ex officio member .....etc. Same question.
3. Should we stipulate the President’s voting rights at a board meeting too?

 

A: It is very common for board chairs to be officially members of all committees ‘ex-officio’, that is “by virtue of office”. As such they may attend and participate in all meetings but typically do not vote.

 

Executive Directors, on the other hand, are not usually ex-officio members of all board committees though the informal practice in most boards is that they may ask, or be asked, to attend any meeting of any committee if there is a matter on which they can make a contribution. The most common instance for an ED not being allowed to attend a committee meeting would be that at which some aspect of the ED’s performance was to be discussed.

 

In most constitutions, the board chairs’ voting rights are not stipulated (for example, the “model” by-laws put out by the Industry Canada to guide nonprofit organizations applying to them for incorporation does not mention Chairs voting rights). In my experience, I have seen both situations—where the chair does not vote except in the case of a tie, and the opposite where s/he votes along with everybody else and, if there is a tie, the motion does not pass. Actually, I would recommend the latter practice. In most cases where an issue has everyone divided equally or nearly so, this suggests that it needs further investigation so that more information can be gathered that will better reveal what the right course of action should be.

 

 

Q: Could you direct me to a template for a code of conduct that would be appropriate for a board of directors of a not for profit society? We have something that is called a code of ethics – but it is worded nearly entirely to focus on clients and staff interaction, etc. Little or nothing to clarify board behavior. And my impression is that these are two different documents – rather than trying to fit both into one... your thoughts on that as well.

 

 

A: Your question regarding Codes of Conduct for boards is a good one. First of all most of the literature on this tends to use the terms Code of Conduct and Code of Ethics interchangeably. And it is entirely appropriate for a board to develop such a code to be applied to itself (though it should also ensure that an appropriate code exists for the organization as a whole, usually as part of the “Values” statement in the organization’s strategic plan).

 

For a general discussion of organization wide ethics, see the following--

http://www.ethicsweb.ca/codes/ .

Codes of conduct dealing explicitly with boards mostly have to do with conflict of interest matters.

For a good discussion of these, see this: http://www.idealist.org/if/i/en/av/FAQText/29-34