Question: What does “governance” mean when we are talking about charities?
Suanne Miedema:
So, the word governance actually comes from a Greek verb, which means to steer. So, if you think of the board as being like the captain of a ship, it can be a great analogy for board service. If you think of the captain, they’re steering the ship, they’re looking ahead, they’re hiring the first mate, which would be the executive director, and they’re leaving all of the operations for the ship to the first mate. And, they’re not getting involved on a day-to-day basis with that because they’re looking ahead. And if they’re not steering the ship then, who is, really? So, it’s a good analogy for boards to have that image in mind, and think about what they’re doing versus what the other people on the ship are doing.
Question: What does oversight look like in a Board meeting?
Suanne Miedema:
So, oversight in a board meeting. The first thing that the board wants to make sure it’s doing is to chart the course by establishing the vision, the mission, the core values, the strategic plan for the organization, and then also setting up the metrics that it needs to determine whether or not it’s still on course. Then, it also needs to make sure that it’s protecting the assets of the organization. So, making sure that there’s good risk planning, ensuring that there’s financial oversight, ensuring that the organization has the necessary resources. And then of course, overseeing and supporting the executive director.
Question: What are a Board member’s legal, or fiduciary duties?
Suanne Miedema:
The term fiduciary is a common law term, which means to act honestly, and in good faith with a view to the best interest of the corporation. One of the key documents to establish whether or not you’re doing that is your conflict of interest statement, and just declaring conflicts at the beginning of every board meeting. And then, it also is what the board member’s responsibilities are. So, it’s important to outline the responsibilities clearly in your board policy manual so that every board member knows what’s expected of them.
Question: What is the Board’s role in fundraising?
Suanne Miedema:
So, the board’s main role in fundraising is ensuring the necessary resources. So of course, every board members should be expected to donate to the organization as they’re able, but it’s not necessarily their role to do fundraising. Some organizations do expect that and if that’s the case, then it’s important to outline that in the board policy manual, so that board members know that that’s expected. But, it’s not necessarily a best practice for board members to have to fundraise, because the skills that you need to fundraise are not necessarily the skills that you need to provide proper board oversight.
Question: How does a Board recruit new Board members?
Suanne Miedema:
So, a board recruits new board members, the first step that they want to do is to establish a list of the skills that they need on the board. So, they would want people that have management skills, business skills, probably people that understand strategic planning, and then also people that can understand the finances, and provide proper financial oversights. And then also, if you have a larger organization, you might want people with HR experience that can oversee whether or not the staff are being well taken care of. And then once you have your lists, then you just go through your board members, determine who has what skills, where the gaps are, and then plan at least three years out to ensure that there’s the smooth transition of those skills on the board.
Question: What keeps Board members up at night?
Suanne Miedema:
So, one of the key things that can keep board members up at night is if there’s tension between the board and the executive director, and that should keep board members up at night because that’s one of the key indicators of organizational health and success. It’s important that the board invest in making sure that that relationship is strong and healthy. Other things that can keep board members up at night is the financial resources. If they’ve over-stretched maybe the strategic plan and don’t have the financial resources to fulfill that. And then of course, crises can keep board members up at night, but most crises can be planned for in advance, and the board can have a plan in place so that they can sleep soundly at night.
Question: How should Boards handle succession planning?
Suanne Miedema:
So, the board’s role in succession planning is, it starts with having different scenarios in place, so that it’s ready. And, that can be anything from having a scenario for if the executive director suddenly leaves permanently, and then also other scenarios such as a short term, maybe a couple of weeks to a few months or medium term, maybe they’re gone for three months or a year unexpectedly. So, it’s not necessarily having every detail of the plan, but at least having the first couple of steps so that you can hit the ground running, and then to have some of the key information documented so that if you need to access computers or documents, that you know where they are and how to access them.
Question: What is the Board’s role in the search for a new Executive Director?
Suanne Miedema:
The board’s role in a search for a new executive director is ensuring that the proper resources, so either financial resources or time resources, and that the board allocates the proper time itself to do it properly. It can be quite sobering to know that 30-40% of executives don’t make it past the first 18 months, according to Harvard Business Review. And, it’s important to be able to give yourself the time that it takes to find the right person, and the person that’s going to be the right fit for the organization.
Question: What does a Board member look for in a new Executive Director?
Suanne Miedema:
What the board is looking for in an executive director is someone that they can trust, and that’s a hard thing to establish, but it’s established through competency and just displaying over time that you can run the organization well. So, it’s important for an executive director to have some business skills, not necessarily a business background, but someone that can run the organization, understands the finances, understands how to manage people, understands how the money comes in and the money goes out. And then, it’s also important for the board to have an executive director that’s flexible because boards change over time, board expectations change. So, it’s important to have somebody that’s flexible and adaptable and can change to different scenarios.
Question: Why is it important that Boards conduct a performance review of the Executive Director?
Suanne Miedema:
It’s important that the board conduct annual performance reviews of the executive director because it sets the tone from the top, and the board can’t very well expect the executive director to conduct performance reviews and have job descriptions for everyone in the organization, which is good business practice, if it’s not doing it itself. And, it can’t very well expect the executive director to glean from board meetings how they’re doing. So, it’s an important meeting to have, and it’s worth setting aside the time to do it.
