About Working With a Governance Board
March 2002

The following is an informal perspective on life with a governance board. It is based on an email prepared in April 2001 for the Executive Director, new at the time, and copied to the Board with its newly-elected members. Its purpose was to communicate ideas and advice about how the Executive Director can support the fundamental role and responsibilities of a governance Board of Directors.

To the Executive Director:

Below are some paragraphs of informal advice about working with a governance board. This material draws on many sources, including the United Way/YMCA BoardWalk recommendations, Internet Nonprofit Center, and NCF history.

In normal times, it's appropriate for directors to have a workload of about two evenings per month
Be mindful that directors donate their expertise. They are only expected to donate maybe two evenings at month (in normal times) - one evening to prepare and another evening to attend meetings. That load is entirely appropriate, as the role of a governance board is normally only to govern (monitor) the operation of management, NOT to do management. Monitoring and stewarding takes little work if management prepares materials that explain recommendations. In normal times, a director might reasonably pick up a package of board materials a few days prior to a board meeting, study it, and then attend the meeting - and then not be involved with NCF (no email, no newsgroups) until the next meeting.

However, in abnormal times, board members will likely find their load to be considerably greater than two evenings a week, as they work to restore normal well-functioning conditions.

There's another way to look at workload. If NCF were to institutionalize the idea that directors (who donate their time) were to have a heavier workload (ie., assign them responsibilities that could not be done well in two evenings a month), then NCF would either have to start thinking about compensating them, or would find it hard to attract qualified people, or would find the job not done well. It is simply asking too much to institutionalize a heavy workload for a three-year term for someone donating their time. To make it work, people must be able to bear the load arranged for them, with a compensation appropriate for the task. Thus NCF wisely adopts a governance model that in normal times does not place an unrealistic load upon generous directors. Most of the burden is placed upon management, who are selected for their skills and paid for their time and ability to handle the load effectively.

Main role of board is to monitor key performance indicator(s)
The main role of the board is to hire/contract an Executive Director, monitor key performance indicator(s), and reward (or replace) the Executive Director based on accomplishment of the key performance indicator(s). In normal times, that takes manageable effort -- the boards of even large organizations meet only four times a year. Abnormal times - such as searching for an Executive Director - give rise to a temporary heavy workload for directors (on committees - the board itself is often unaffected).

The key performance indicator for the near term is 'donations from members' (and 'number of members').

Governance board manages by monitoring key indicator(s)
Governance board directors will give you (the ED) leeway to manage the organization - they will rely almost entirely on key performance indicator(s) to judge you and the organization. Governance directors do not need/want to know about the specifics of NCF's operations. [In principle, you could show directors the home pages from four different community networks and without the labels they might not be able to tell which is NCF - but they certainly can tell you about the state of NCF's key performance indicator(s) and can talk in general about NCF's position in and services to the community.] Knowing specifics about an organization is your problem, as ED, and is not necessary for a governance director.

It's the ED's job to know the specifics of the organization. It's the ED's job to make recommendations about strategy, vision, budget, and goals. Directors of a governance board are there to make sure recommendations are reasonable (as supported by documentation accompanying the recommendations), to hold you accountable to your recommendations by monitoring key performance indicators, and to serve as a detached 'board of appeal' representing the members' interests if anyone needs to go over your head. You, not the board, are the center of the organization, and ultimately the person to be addressed for any complaints or suggestions (you might want to update NCF's content to reflect this - some of it still reflects the very old days when NCF had a hands-on board and no management).

Micro-managing by board is a recipe for disaster - don't tempt the board
A wise board will not use their two evenings a month to dabble in management, because if they do, then they will share accountability for the results and lose their objectivity as a board judging you, the ED! Clearly it is best to have a single highly-qualified person accountable, with a board monitoring only key indicator(s). Who wants eleven hands on the controls? Who wants a busload of directors trying to backseat drive? It's a recipe for internal board conflicts, organizational dysfunction, and loss of accountability. Experienced directors will have self-discipline, but you as ED can help by not tempting human nature - please don't ask the board to make decisions that ought to be management's (if you want to draw on individual director expertise on specific non-board management issues, you might consult individuals outside of meetings, but remember, you compromise a director by involving them in management - I recommend asking directors to perform only director roles, such as accompanying you to visit potential community sponsors).

If you need expert help, ask for it from members or the community - that's a great thing about not-for-profit NCF - you can ask for help because people enjoy an opportunity to help a community organization such as NCF.

If a director wants to perform a volunteer role in your operations team, I'd be leery of accepting that while they are a director. To maintain proper perspective and judgment, I think it's better for directors to only be directors. There are lots of other NCF members to fill volunteer roles in your operations team.

[Volunteers, of course, are volunteering to serve NCF under your management - they serve at your pleasure. If they want to do their own thing, they are 'members' using NCF's services, not volunteers. Lots of members have created impressive content, entirely independent of NCF management.]

Keep the board informed about what you are doing (this is a 'must') but don't ask them to make management's decisions.

Work with chair and secretary to prepare for board meetings - no last-minute agenda additions
It's good for the Board to not accept or generate agenda items on a last-minute ad hoc basis (without recommendations supported by written information) because it often leads to poor decisions and micro-management. Generally, if an item is too late to make it on the agenda, it can probably wait until the next meeting (or be handled by the you). Ad hoc agenda items are an indicator of poor organizational performance. The ED and board chair should work together in advance of meetings to ensure that agenda items are well-supported by material. If you can't fill an agenda, why not cancel the board meeting. A well-run organization doesn't need many board meetings.

Make recommendations and explain why the recommendations are reasonable
A governance board relies on you (the ED) and staff to prepare materials and make recommendations. To enable the board to function well with an appropriate workload as a governance board, and to avoid forcing directors to do hands-on work (a.k.a. micro-manage), you need to prepare materials that explain the reasonableness of your recommendations. The most significant recommendations you'll make each year are the recommendations for the next year's direction and budget. You'll need to explain alternatives and use data to support your recommendations. You'll also be recommending key performance indicator(s) and milestones.

You, as ED, are the center of NCF's management, the SINGLE PERSON in charge of operations
When NCF had a hands-on board, when the board was the center of operation, people had to interact with 15 board members to get a decision! Fifteen people were jointly in charge (and no one individually accountable!). With a governance model, the ED is the center of management and the single person in charge, and all members and attention should be directed to you (via the operations team). You aren't dictator, however, because the Board acts as a final 'court of appeal' for people not satisfied with your handling (this check-and-balance helps ensure that the ED acts reasonably as the head of operations).

Like most organizations, Nortel uses a governance model. When Nortel misses targets, you'll have noticed that it's the president who talks with the media and is in the newspaper, not the board. The board is only heard from in abnormal times. All attention is on the ED. The board keeps a low profile to avoid undermining the ED -- if the board would routinely talk with people, who'd listen to the ED?

Supportive individual directors will wisely refer all queries about operations to you and your team (otherwise, they would be acting as "hands-on" directors).

The board's vital role is to hire/contract a manager, approve reasonable recommendations, and monitor key performance indicator(s). It's a very important job, and normally it's not a hard job, calling mostly for reasonableness, prudence, and diligence. You, as ED, have the hard job - that's why you were interviewed carefully and have a full-time position with staff and resources and get the big bucks! (Bell Canada's CEO got about $2,400,000 last year - meanwhile, Bell Canada directors got about $25K).

You can take or leave advice - just delivery against the key performance indicator(s)
People may toss 'pearls of wisdom' (such as this material?) at your feet, but I think it's up to you to pick up what you think looks useful - that selectivity is a privilege that comes with the accountability of your job. In the end, you'll be judged by the performance of key indicator(s). People will probably be more offended if you mess up the key performance indicator(s) than if you ignore a 'brilliant' idea, because ideas are cheap and plentiful - what's difficult is managing implementation! However, it is generally wise to take advantage of all the help you can get -- and facilitating the contributions of the community is part of what the Board hires you to do (contributions from volunteers are an important part of the resources the board expects to be utilitized in the pursuit of the interests of members).

Appendix A: Volunteering is an opportunity

Don't be shy about making people aware of opportunities to get involved by volunteering -- by making them aware of opportunities, you are doing them a favour. Most people are flattered to be asked to help a good cause and help their community. If you don't ask people to help NCF, you may deny the National Capital community the benefits that could have been offered by those people.

It is dignified for a person to respond to a request to volunteer; many people are waiting to be asked (and if they are busy, they will say so).

You're asking them to help their community, not help you (if you wanted them to help do your job, you would maybe offer to share some of your pay :) ). Staff facilitates volunteer contributions to the community.

Volunteering at NCF is an opportunity:

The Executive Director is responsible for making opportunities and needs known and well-defined, so that people can see how they could use NCF to find satisfaction through volunteering.

Volunteering at NCF is not a 'right'. Problem people may approach NCF, and serving volunteers is not NCF's purpose. The Executive Director is responsible for maintaining a positive atmosphere, and redirecting the efforts of problem volunteers.

Businesses and institutions such as universities and governments also benefit by contributing to community organizations such as NCF. Contributing to NCF is an opportunity for businesses and institutions: