published articles

Test the Effectiveness of your Governance Documents - by Heather Terrence, CAE

These days, non-profits have busy calendars filled not only with programs, services and events, but with countless board and committee meetings. It is good practice for boards and governance committees to step back, and to test the effectiveness of their governance policies. As a leader in your organization, ask yourself the following:

  • Do we have all the policies we need?
  • Do we need to tweak any policies?
  • Do we have any policies with poor wording that are unnecessarily formal and confusing and do not reflect current real practice?
  • Are there some policies that are an unnecessary burden we should eliminate?
  • Are the policies aligned with the strategic direction and objectives of the organization?
  • Are the roles and responsibilities of our leadership, board and committees clearly defined?
  • Do the policies have the right balance between reflecting best practices and being well-suited to the unique culture and environment of the organization?

While every leader may have different answers to the questions above, it is important that each organization have basic governance policies that are not covered in your non-profit’s by-laws. Some key policies that should form the basis of your governance and leadership manual:

  • 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 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.
  • Role Descriptions for Executive Positions: Outlines the responsibilities of executive positions such as Chair, Vice Chair, Past Chair, Secretary and Treasurer.
  • 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.
  • 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.
  • Terms of Reference for Committees: These address committee composition, scope, voting process, quorum and handling appointments and renewals. These also identify whether it is an operational or governance committee.
  • Board – Staff Responsibilities: Delineates the responsibilities between board and staff in areas such as operations, planning, programming, financial planning and oversight/direction of staff.

While it is important to have governance policies for board and committee members, don’t forget about your 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.

Here are other important governance documents to consider creating:

  • Annual Board Calendar: Keep track of your organization’s events such as board and committee meetings, board evaluations, orientations for new members, holidays and key organization and industry events.
  • Expense Guidelines: Organizations typically reimburse board members for authorized expenses associated with business and travel to meetings and events. It is good practice to outline what is covered along with the reimbursement procedure.
  • Meeting Courtesies & Rules of Order: Courtesies encourage board members to be respectful and attentive at in-person meetings by talking in turn, turning off phones and refraining from using email or internet. A separate set of courtesies can be created for conference calls, which will help to streamline discussions. Rules of order include guidelines on when to speak, the Chair’s handling of discussion, and how to pass motions.

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, so don’t be overwhelmed with making improvements. Take the time to reflect and evaluate the effectiveness of your governance documents.

Originally Published in CSAE Trillium Chapter FORUM Magazine:

#TimesUp for Your Directors? Addressing Anti-Harassment at the Board Level - by Heather Terrence, CAE

As a nonprofit governance consultant, networking is a significant part of my business. I had the pleasure of attending an event with numerous nonprofit leaders where we informally discussed the #MeToo and #TimesUp movements. I was pleased to learn that all organizations had anti-harassment policies in place for their staff, however, I was surprised to learn only a handful extended these policies to their boards.

The Canadian Human Rights Commission defines harassment as a form of discrimination that involves any unwanted physical or verbal behaviour that offends or humiliates an individual. Imagine a scenario where inappropriate behaviour occurs by one of your board members. Do you have policies and procedures in place to safeguard your organization? Here is some information to get you headed in the right direction.

Expand your Organization's Anti-Harassment Framework


The following are some things to consider in order to strengthen your organization’s anti-harassment framework.

Legal Liability: Not having an anti-harassment board policy puts an organization at risk. Just ask your legal counsel!

Include Anti-Harassment Statement in Core Values: Most nonprofits have a public interest mandate. Adding an anti-harassment statement to your organization’s core values will be more impactful, and will send a stronger message that harassment of any kind, by any person, at any level, will not be tolerated.

Protect your Organization’s Reputation: Nonprofits are financially challenged more and more these days, and sometimes struggle to recruit the best of the best. A bad reputation will make it even more difficult to recruit top volunteers and staff. Donations, sponsorships and memberships will also be negatively impacted.


Foster a Strong Anti-Harassment Culture


Organizations can create a stronger anti-harassment culture by doing the following:

Make it Part of Board Policy: Anti-harassment clauses can easily be added to your board’s code of conduct/ethics. Make sure it is consistent with your staff policy. A good practice is to have board members sign a declaration annually, committing to abide by the code. Consider doing the same for all your volunteers so that your organization is even more protected.

Be Accountable: Make it known at all levels of the organization that there is ZERO TOLERANCE and everyone is accountable - even board members. The board should be leading by example. If a member behaves inappropriately, don’t turn away. Act on it in accordance with policies and procedures.

Promote Training: Hold a session with the board to review anti-harassment policy and procedures. Make it part of your onboarding orientation for new members and encourage all directors to attend as a refresh.

Seek Legal Review: Have your legal counsel review your anti-harassment policies and procedures to ensure they are appropriate for your organization.

What if it Happens in Your Organization?

Make sure there is a fair and reasonable process that can be followed should a harassment complaint be received about a board member, or anyone else in your organization. Some nonprofits use a third party for intake of complaints, and legal counsel or a professional firm to conduct investigations.

Contact your Directors & Officers liability insurance provider to confirm coverage, and the process for providing notification to them should you feel there is a legitimate harassment complaint.

Many organizations ensure the board is made aware of any harassment complaints - regardless of who is involved - as there may be implications to the organization, particularly if a pattern occurs.

Putting strong anti-harassment policies and procedures in place will help to deter such unwanted behaviour and make a difficult situation much easier to manage.

Originally Published  with Imagine Canada: