Some of the biggest challenges for non-profit leaders involve staying on top of everything and making sure that the organization is operating and growing in the right direction. With that overwhelming responsibility, it is not unusual that I hear there are periodic struggles with getting a good night’s sleep!
A governance challenge that seems to surface frequently is ensuring that the right board policies are in place, and more importantly, that they are reviewed and kept current. As a leader in your organization, ask yourself the following:
- Do we have all the policies we need?
- Do we have any policies with poor wording that are unnecessarily formal or confusing and do not reflect current real practice?
- Are there some policies that that should be tweaked or that are an unnecessary burden that we should eliminate?
- Are the policies aligned with the strategic direction and objectives of the organization?
- Are the roles and responsibilities of the leadership, board and committees clearly defined?
- Do the policies have the right balance between reflecting leading practices and being well-suited to the unique culture and environment of the organization?
While every leader may have different answers to those questions, it is important that each organization have basic governance policies that are not typically covered in your non-profit’s by-laws. Some key policies are:
- Code of Ethics/Conduct: Acts as a guide for the ethical conduct of board members, outlines how to identify and address issues, and includes a process for dealing with unethical behaviour.
- Conflict of Interest Policy: Outlines procedures for identifying and handling direct, indirect or perceived conflicts of interest.
- Board Member Role Description: Defines a board member’s accountability, responsibility, authority, duties and qualifications.
- Board Role Description and Commitment to Serve Agreement: Communicates the expectations of board members including maintaining confidentiality, attending and preparing for meetings, and acting in accordance with by-laws, policies and principles. Each board member will sign off on this document - an excellent practice is to resign annually so the responsibilities remain top of mind.
- Role Descriptions for Executive Positions: Outlines the responsibilities of executive positions such as Chair, Vice Chair, Past Chair, Secretary and Treasurer.
- Terms of References for Committees: These address committee composition, scope, voting process, quorum, handling appointments and renewals and include who the committee reports to.
- Board – Staff Responsibilities: Delineates the responsibilities between board and staff in areas such as operations, planning, programming, financial planning and oversight/direction of staff.
- Board Succession Plan: Outlines the process that boards and committees need to use for planning to replace board members and officers, either because of an existing vacancy or to plan for future vacancies.
- Executive Director/CEO Performance and Compensation: Sets out the process for compensating the chief staff person and conducting an annual review.
- Non-Discrimination and Anti-Harassment Policy: Many organizations have this policy in place at a staff level, but it is important to extend this to your organization’s board and committees.
- Whistleblower Policy: Encourages board, staff and volunteers to bring forward information on illegal activities or violations to policies and provides a procedure for investigating and dealing with wrongdoings.
While it is important to have governance policies for board and committee members, don’t forget about your other volunteers! They should also abide by and sign off on policies such as conflict of interest and code of ethics/conduct, so your organization is protected.
Whether you are a small non-profit just getting started or a large well-oiled organization, remember – good governance is always a work in progress! This includes your organization’s governance documents. Keeping them current will be one less thing for you to worry about!
As always, if you need help with any governance projects including board policy work , don't hesitate to reach out!
Yours in Good Governance,
Heather Terrence, CAE
Pinpoint Governance Group