NESEA Board of Directors Governance Policies
June 4, 2008; amended September 15, 2012
The governance policies below were adopted by the NESEA Board of Directors to implement an integrated board leadership and policy governance model developed by Dr. John Carver, generally referred to as “policy governance.” The Carver model:
“…is designed to empower boards of directors to fulfill their obligation of accountability for the organizations they govern. As a generic system, it is applicable to the governing body of any enterprise. The model enables the board to focus on the larger issues, to delegate with clarity, to control management’s job without meddling, to rigorously evaluate the accomplishment of the organization, and to truly lead its organization. In contrast to the approaches typically used by boards, Policy Governance separates issues of organizational purpose (ENDS) from all other organizational issues (MEANS), placing primary importance on those Ends. —John Carver
This three-part policy document includes the following sections:
- Governance process policies that describe the role of the NESEA Board of Directors and, to a limited extent, the board’s relationship with the executive director.
- Board–executive director linkage policies that describe the relationship between the board and the executive director.
- Global executive constraint policies that summarize all other executive director limitation policies.
Background and Historical Context. These policies are the basis of moving the NESEA Board from its longstanding operational practice as a management board to new and more appropriate operational practice as a policy governance board.
It is not uncommon for non-profit boards, even twenty-plus years after their formation, to be predominantly “working boards” with a greater interest in defining and influencing programs than on governance. After all, this is how almost all non-profit boards start out, and absent a deliberate intervention, this is the way they remain. In NESEA’s case, a review of eighteen years of Board meeting minutes in search of policy decisions revealed that overwhelmingly the Board spent its time reviewing programs and instructing in one way or another the Executive Director in regard to programs and program development. The Board concluded that this was clearly disempowering to an Executive Director who was essentially not an executive at all and, possibly, explained why NESEA had a history of weak Executive Directors or those who decided to leave prematurely for greener pastures.
With the guidance of organizations such as that led by John Carver (author of a book such as “Boards that Make A Difference” and others), the Board — and NESEA Board member John Walsh in particular— drafted and adopted this series of governance policies that recognized the primary obligation of the Board as one of governance. These policies are intended to clarify the relationship between the Board and the Executive Director and staff – essentially recognizing the Executive Director as a true and full functioning executive, responsible for program development and business management while establishing the Board as the responsible entity for formulating a strategic vision and evaluating the Director’s capacity to implement and manage programs to realize that vision and policy objectives.
“To those of you that have not served on Boards, this may sound a little dry. But it is really rather like an engine replacement. We now have an engine that runs more efficiently, burns cleaner and develops a lot more power. NESEA now drives and handles better on the steeper and more challenging road in which it is required to drive into the twenty-first century. Without this engine replacement, NESEA almost certainly would have been left behind. Indeed, we almost were in January of 2003 – when, what I termed at the time a “crisis of absent leadership” emerged. The reformulation in the three years since of NESEA’s governance structure, the reduction in the Board size, the recruitment of a thoroughly professional business managing Executive Director, the focus on clarification of our place in the world have given new life to the organization.”
Bruce Coldham, NESEA Board member and former Board Chair
Note: There are a few places in the text where specifics need to be added. The board finance committee and the executive director are addressing these areas.
Governance process policies—index
- Global governance commitment
- Governing style
- Board job products
- Agenda planning
- Chairperson’s role
- Board members’ code of conduct
- Board committee principles
- Cost of governance
Board-executive director linkage policies—index
- Global policy
- Unity of control
- Accountability of the executive director
- Delegation to the executive director
- Monitoring executive director performance
Global executive constraint policies—index
- Global executive constraint
- Member–public relations
- Treatment of staff
- Compensation and benefits
- Emergency executive director succession
- Financial planning and budgeting
- Financial condition and activities
- Asset protection
- Communication and support to the board
- Ends focus of grants and contracts
GOVERNANCE PROCESS POLICIES
GOVERNANCE PROCESS POLICY #1
GLOBAL GOVERNANCE COMMITMENT
The Board as a group, and as individuals, acts as trustees on behalf of the members’ ownership interest in the organization. Accordingly,
- It/they must ensure that Northeast Sustainable Energy Association achieves appropriate ends for appropriate persons at an appropriate cost and avoids unacceptable actions and situations.
- Although Board members will be drawn from member categories and segments which may be clientele of the organization as well as members, Board members must distinguish and serve those interests that are related to the role of members, not that of clientele.
- a.) Members have a right to determine and delegate the purpose and due cost of the organization.
- b.) Members as clientele are of direct relevance to governance only in that the Board must decide on the benefits to be provided and ascertain that they are indeed received.
- Board member’s ethical obligation is to serve the interests of the entire membership, moral and legal, not specifically the segment of the membership from which they are selected.
- a.) Appropriate broad-based input from members must be sought and assimilated.
- b.) The full range of members’ views as to purpose and cost of the organization must be incorporated into Board deliberation, not just those points of view held personally by Board members.
GOVERNANCE PROCESS POLICY #2
The Board will govern with an emphasis on the following:
- Outward vision rather than internal preoccupation
- Encouragement of diversity in viewpoints
- Strategic leadership rather than administrative detail
- Clear distinction of Board, executive committee, and Chair roles
- Collective rather than individual decisions
- Future rather than past or present
- Pro-activity rather than reactivity
- The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will use the expertise of individual members to enhance the ability of the Board as a body rather than to substitute individual judgments for the Board’s values. The Board will allow no officer, individual, or committee of the Board to hinder or be an excuse for not fulfilling Board commitments.
- The Board will direct, control, and inspire the organization through the careful establishment of broad written policies reflecting the Board’s values and perspectives about ends to be achieved and means to be avoided. The Board’s major policy focus will be on the intended long-term effects outside the organization, not on the administrative or programmatic means of attaining those effects.
- The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation, policy-making principles, respect of roles, and ensuring continuance of governance capability. Continual Board development will include orientation of new Board members in the Board’s governance process and periodic Board discussion of process improvement.
- The Board will monitor and discuss the Board’s process and performance at each meeting. Self-monitoring will include comparison of Board activity and discipline to policies in the Governance Process and Board-Executive Director Linkage categories.
GOVERNANCE PROCESS POLICY #3
BOARD JOB PRODUCTS
The job of the Board is to represent the members of the organization in determining and demanding appropriate organizational outcomes and activities. The Board will LEAD – Link with membership, Enact written policies, Assure Executive Director performance, and Design the future. Accordingly,
- The Board will create and sustain the link between the organization and the members.
- The Board will provide and maintain written governing policies that, at the broadest levels, address each category of organizational decision.
- a) Ends: Organizational products, effects, benefits, out-comes, recipients, and their relative worth (what good for which recipients at what cost).
- b) Executive Limitations: Constraints on the authority of the Executive Director that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
- c) Governance Process: Specification of how the Board conceives, carries out, and monitors its own tasks.
- d) Board-Executive Director Linkage: How power is delegated and monitored and the Executive Director’s role, authority and accountability.
- The Board will produce assurance of the Executive Director’s performance (against policies in 2a and 2b).
GOVERNANCE PROCESS POLICY #4
To accomplish its job products, the Board will follow an annual agenda that:
- Reviews Ends policies annually
- Continually improves Board performance through Board education and enriched input and deliberation.
The cycle will conclude each year on the last day of June, consistent with the fiscal year of the organization so that administrative planning and budgeting can be based on accomplishing a one-year segment of the Board’s most recent statement of long-term Ends.
The cycle will start with the Board’s development of its agenda for the next fiscal year.
- a) Consultations with selected groups in the membership or other methods of gaining membership input will be determined and arranged in the first quarter, to be held during the balance of the year.
- b ) Governance education and education related to Ends determination (for example, presentations by other community Boards, futurists, demographers, advocacy groups, and staff) will be arranged in the first quarter, to be held during the balance of the year.
The Board is the sole authority over its own agenda. The Chair and Executive Committee will exercise this control on behalf of the Board, but any member – with the majority agreeing – may add or delete items from the agenda.
Agenda content: Only issues within the Board’s responsibilities will consume Board time. That is, the Board will focus on the products expected of it by its members and will screen issues using the criteria of:
- a) Identification of the policy category of the issue (e.g. Ends, Executive Limitations, Board-Manager Linkage, Governance Process)
- b) Identification of responsibility for the issue (Board or Management)
- c) Identification of previous Board action on this topic (e.g. what is the content and level of the existing policy)
- d) Determination of need for Board action
The Board will establish an agenda that review the following topics on a quarterly basis
- a) Budget and financial reporting format
- b) Governance policies
- c) Organization’s by-laws
- d) Board composition and maintenance of a “Board Candidate Pool”
- e) Fundraising and resource development
The Board will attend to consent agenda items as expeditiously as possible.
Executive Director monitoring will be continuous and will included on the agenda if monitoring reports show policy violations or if policy criteria are to be debated.
Executive Director remuneration, both base salary and incentive bonus payments, will be determined by the Board upon advice from a Compensation Committee after a review of monitoring reports and the incentive payment objectives set at the beginning of the fiscal year, conversations with key NESEA staff members, and a review of the evaluation received in the previous year. The Compensation Committee shall be composed of four Board Members of whom two shall be from the Executive Committee of the Board. The other two members shall be appointed by the Board Chair.
This Evaluation will be conducted during the month of July each year.
GOVERNANCE PROCESS POLICY #5
The Chairperson assures the integrity of the Board’s process and, secondarily, occasionally represents the Board to outside parties. Accordingly,
- The job result of the Chairperson is that the Board behaves consistently with its own values and standards and those required from outside the organization.
- a. Meeting discussion content will be only those issues identified in policy #4.
- b. Deliberation will be fair, open, and thorough but also timely, orderly, and kept to the point.
- c. Meetings will attempt to discover the group wisdom through members listening carefully and with respect to each other.
- The authority of the Chairperson consists in making decisions that fall within topics covered by Board policies on Governance Process and Board-Executive Director Linkage, except where the Board specifically delegates portions of this authority to others. The Chairperson is authorized to use any reasonable interpretation of the provisions in these policies.
- a. The Chairperson is empowered to Chair Board meetings, with all the commonly accepted power of that position (e.g. ruling, recognizing).
- b. The Chairperson has no authority to make decisions about policies created by the Board within Ends and Executive Limitations policy areas. Therefore, the Chairperson has no authority to supervise or direct the Executive Director. The Chair has the authority to act on behalf of the Board.
- c. The Chair will note for the minutes the regrets and unaccounted for absences and will act according to the direction in policy #2.
- d. The Chairperson may represent the Board to outside parties in announcing Board-stated position and in stating Chair decisions and interpretations within the area delegated to her or him.
- e. The Chairperson may delegate this authority but remains accountable for its use.
- The Chair will organize Board Committees and, in conjunction with the Executive Committee, set the tasks and work plans for these Committees. (Note: Board Committees may, and indeed should, include members who are not (yet) Board members– especially those currently in the “Board Candidate Pool.”).
- The Chair will ensure orientation and training of the Board.
- The Chair will develop the Board budget as recorded in policy #8.
GOVERNANCE PROCESS POLICY #6
BOARD MEMBERS’ CODE OF CONDUCT
The Board commits itself and its members to ethical, organization, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. Accordingly,
- Board members must represent the interests of the total membership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other Boards or staffs. It also supersedes the personal interest of any Board member as a clientele of the organization’s services.
- Board members must avoid conflict of interest with respect to their fiduciary responsibility.
- a. There must be no self-dealing or any conduct of private business or personal services between any Board member and the organization except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information.
- b. When the Board is to decide upon an issue about which a Board member has an unavoidable conflict of interest, that Board member shall absent herself or himself without comment from not only the vote but also from the deliberation.
- c. Board members must not use their positions to obtain employment for themselves, family members, or close associates. Should a Board member desire employment, he or she must first resign or take extended leave from the board for the duration of the hiring process from the Board.
- d. Board members will annually disclose their involvement with other organizations, with vendors, or any other associations that might produce a conflict.
- Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies.
- a. Board members’ interaction with the Executive Director or with staff must recognize the lack of authority vested in an individual except when explicitly Board-authorized.
- b. Board members’ interactions with public, press, or other entities must recognize the same limitation and the inability of any Board member to speak for the Board except to repeat explicitly stated Board decisions.
- c. Board members will not voice individual judgments of Executive Director or staff performance to those other than members of the Board.
- Board members will respect the confidentiality appropriate to issues of a sensitive nature.
GOVERNANCE PROCESS POLICY #7
BOARD COMMITTEE PRINCIPLES
Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from Board to Executive Director. Accordingly,
- Board committees are to help the Board do its job, not to direct or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees will normally not have dealing with current staff operations.
- Board committees may not speak or act for the Board except when formally given such authority for specific and time limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Executive Director.
- Board committees cannot exercise authority over staff. Because the Executive Director works for the full Board, he or she will not be required to obtain approval of a Board committee before an executive action, unless such approval authority has been explicitly delegated for a specific action or function.
- Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore a Board committee that has helped the Board create policy on some topic will not be used to monitor organizational performance on that same topic.
- This policy applies to any group that is formed by Board action, whether or not it is called a committee and regardless whether the group includes Board members. It does not apply to committees formed under the authority of the Executive Director.
GOVERNANCE PROCESS POLICY #8
COST OF GOVERNANCE
Because poor governance costs more than learning to govern well, the Board will invest in its governance capacity. Accordingly,
- Board skills, methods, and supports will be sufficient to assure governing with excellence.
- a. Training and retraining will be used liberally to orient new Board members and Board candidates, as well as to maintain and increase existing member skills and understandings.
- b. Outside monitoring assistance will be arranged so that the Board can exercise confident control over organization performance. This includes but is not limited to fiscal audit.
- c. Outreach mechanisms will be used as needed to ensure the Board’s ability to listen to owner viewpoints and values.
- Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability.
BOARD-EXECUTIVE DIRECTOR LINKAGE #1
The Board’s sole official connection to the operational aspects of the organization, its achievements, and conduct will be through the Executive Director.
BOARD-EXECUTIVE DIRECTOR LINKAGE #2
UNITY OF CONTROL
Only decisions of the Board acting as a body are binding on the Executive Director.
- Decisions or instructions of individual Board members, officers, or committees are not binding on the Executive Director except in rare instances when the Board has specifically authorized such exercise of authority
- In the case of Board members or committees requesting information or assistance without Board authorization, the Executive Director can refuse such requests that require, in the Executive Director’s opinion, a disproportionate amount of staff time or funds, or are disruptive.
BOARD-EXECUTIVE DIRECTOR LINKAGE #3
ACCOUNTABILITY OF THE EXECUTIVE DIRECTOR
The Executive Director is the Board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the Executive Director.
- It is not the role of the Board to give instructions to persons who report directly or indirectly to the Executive Director.
- The Board will refrain from evaluation, either formally or informally, of any staff other than the Executive Director, unless requested by the ED.
- The Board will view Executive Director performance as identical to the performance of the organization, so that accomplishment of Board-stated Ends and avoidance of Board-prescribed Executive Limitations will be viewed as successful Executive Director performance.
BOARD-EXECUTIVE DIRECTOR LINKAGE #4
DELEGATION TO THE EXECUTIVE DIRECTOR
In general, the Board will instruct the Executive Director through written policies and directives that prescribe the organizational Ends to be achieved and describe organizational situations and actions to be avoided, allowing the Executive Director to use any reasonable interpretation of these policies.
- The Board will develop policies instructing the Executive Director to achieve certain ends, for certain recipients, at a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Ends policies.
- The Board will develop policies that limit the latitude the Executive Director may exercise in choosing the operational means. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations policies.
- As long as the Executive Director uses any reasonable interpretation of the Board’s Ends and Executive Limitations policies, the Executive Director is authorized to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities.
- The Board may change its Ends and Executive Limitations policies, thereby shifting the boundary between Board and Executive Director domains. By doing so, the Board changes the latitude of choice given to the Executive Director. But as long as any particular delegation is in place, the Board will respect and support the Executive Director’s choices.
BOARD-EXECUTIVE DIRECTOR LINKAGE #5
MONITORING EXECUTIVE DIRECTOR PERFORMANCE
Systematic and rigorous monitoring of Executive Director job performance will be solely against the only expected Executive Director job outputs: the organization’s accomplishment of Board policies on Ends and operational activities within boundaries established in Board policies on Executive Limitations.
- Monitoring is simply to determine the degree to which Board policies are being met. Data that do not do this will not be considered to be monitoring data.
- The Board will acquire monitoring data by one or more of three methods:
- a. Internal Report, in which the Executive Director discloses compliance information to the Board
- b. External Report, in which an external, disinterested third party selected by the Board assesses compliance with Board policies
- c. Direct Board inspection, in which a designated member or members of the Board assess compliance with the appropriate policy criteria.
- In every case, the standard for compliance shall be any reasonable Executive Director interpretation of the Board policy being monitored.
- All policies that instruct the Executive Director will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule.
- In general, evaluations will take place annually at the initiation of the Board. If organizational performance or condition require, the Board may initiate interim evaluations.
GLOBAL EXECUTIVE CONSTRAINT
EXECUTIVE LIMITATIONS #1
GLOBAL EXECUTIVE CONSTRAINT
This policy summarizes all the other executive limitation policies.
The Executive Director has a fiduciary responsibility to the vision, the values, the goals, and preferences of the Board of Directors. S/he is the means by which the Board achieves its intents and purposes for the Organization.
In exercising authority, the Executive Director shall not cause or allow any practice, activity, decision, or organizational circumstance that is either unlawful, imprudent, or in violation of commonly accepted business and professional ethics, or contravenes our organization’s values and principles.
Accordingly, s/he shall:
- Provide exceptional value and service to members.
- Operate in a professional manner and maintain a professional image.
- Deal with staff and volunteers in a humane, fair, and forthright manner.
- Maintain compensation and benefits that are reflective of the current market and/or adhere to board policies.
- Operate with a plan to ensure emergency Executive Director succession.
- Require a financial plan that contains adequate detail and discloses all important assumptions.
- Act to support fiscal health and to implement board ENDS priorities.
- Purchase goods and/or services for the organization based on maximum overall value per dollar spent. Avoid real or arguable conflict of interest.
- Preserve and adequately maintain assets.
- Provide information to the board that is timely, complete, and accurate.
- Ensure the provision of funds for only Ends-related work.
EXECUTIVE LIMITATIONS #2
MEMBER-PUBLIC RELATIONS — Indicators of Service Excellence
With respect to interactions with members as the public or those applying to be member, the Executive Director shall not allow standards of service and value to be compromised. Therefore s/he will not cause or allow conditions, procedures, or decisions that are unsafe, undignified, unnecessarily intrusive, or that fail to provide appropriate confidentiality or privacy.
Accordingly, he or she shall:
- Ensure that the organization is easy with which to do business, and quick to deliver products and services of high quality.
- Use forms that elicit information for which there is clear necessity and avoid collecting unneeded information.
- Use methods of collecting, reviewing, transmitting, or storing members information that allow authorized access to the material elicited and protect against improper access.
- Maintain facilities that provide a reasonable level of privacy, both visual and aural.
- Establish with the membership a clear understanding of what may be expected and what may not be expected from the benefits of membership.
- Inform the members of this policy, and provide a grievance process to those who believe they have not been accorded a reasonable interpretation of their rights under this policy.
- Maintain standards of honesty and fairness in dealings with the members, business partners, the public and each other.
EXECUTIVE LIMITATIONS #3
TREATMENT OF STAFF
With respect to the treatment of paid and volunteer staff, the Executive Director may not cause or allow conditions that are unfair or undignified.
Accordingly, s/he shall:
- Clearly define metrics by which staff performance is assessed and institute measures to reward staff for good performance as well as defining consequences for performance that is sub-standard.
- Operate with written personnel policies that clarify personnel rules for staff, provide for effective handling of grievances, and protect against wrongful conditions such as nepotism, harassment and grossly preferential treatment for personal reasons.
- Communicate the Grievance and Whistleblower policy in accordance with extant government regulation, and communicate this to the staff.
- Encourage appropriate input from staff and not discriminate against any staff member for expressing dissent.
- Allow and not prevent staff from grieving to the board when
- Internal grievance procedures have been exhausted and
- The employee alleges either that
- (a) Board policy has been violated to his or her detriment or
- (b) Board policy does not adequately protect his or her human rights.
- Maintain safe, healthy, and legal conditions. Act to resolve any unsafe, unhealthy, or illegal conditions.
- Require and provide appropriate and adequate staff education and training.
- Acquaint staff with their rights under this policy.
- Acquaint staff with the vision, mission and strategic plan for the organization.
- Operate with mechanisms for gathering staff opinion on standards of quality in the organization.
EXECUTIVE LIMITATIONS #4
COMPENSATION AND BENEFITS
With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the Executive Director shall not cause or allow jeopardy to fiscal integrity or public image.
Accordingly, he or she may not:
- Change his or her compensation and benefits.
- Promise or imply permanent or guaranteed employment.
- Establish current compensation and benefits that deviate materially from the geographic or professional market for the skills employed.
- Create compensation obligations over a longer term than revenues can be safely projected.
- Establish or change pension benefits so as to cause unpredictable or inequitable situations, including those that
- a. Incur unfunded liabilities
- b. Provide less than some basic level of benefits to all full time employees, though differential benefits to encourage longevity are not prohibited.
- c. Allow any employee to lose benefits already accrued at this organization.
- d. Treat the Executive Director differently from other key employees.
EXECUTIVE LIMITATIONS #5
EMERGENCY EXECUTIVE DIRECTOR SUCCESSION
In order to protect the board from sudden loss of Executive Director services, the Executive Director may have at least one other staff familiar with board and Executive Director issues and processes.
EXECUTIVE LIMITATIONS #6
FINANCIAL PLANNING AND BUDGETING
Financial planning for any fiscal year or the remaining part of any fiscal year shall adhere materially to the board’s result priorities, promote financial stability, and shall be derived from a multiyear plan. Planning shall not deviate materially from the board’s result priorities, risk fiscal jeopardy, or fail to be derived from a multiyear plan. Accordingly, the Executive Director shall not allow budgeting that contains too little information to enable credible projection of revenues and expense, sources of equity, separation of capital and operational items, cash flow, and disclosure of planning assumptions.
EXECUTIVE LIMITATIONS #7
FINANCIAL CONDITION AND ACTIVITIES
With respect to the actual, ongoing financial condition and activities, the Executive Director shall promote fiscal health and adherence of actual expenditures to board priorities established in Ends policies. The Executive Director shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from board priorities established in Ends policies.
Accordingly, the Executive Director shall not:
- Deviate from the board-approved budget in any material way.
- Fail to settle payroll and debts in a timely manner.
- Allow tax payments or other government-ordered payments or filing to be overdue or inaccurately filed.
- Make a single purchase or commitment of greater than $25,000 or write a check of more than $25,000 without board treasurer approval.
- Acquire, encumber, or dispose of real property.
- Fail to aggressively pursue receivables after a reasonable grace period. Or allow Accounts Receivables to exceed the credit terms established for each type of account by 10%.
- Allow expenditures to deviate materially from board stated priorities.
- Fail to comply with the terms, conditions, and covenants of loan and lease agreements and debenture trust deeds.
- Fail to disclose fiscal activity to the board.
- Fail to use appropriate measurement techniques for evaluation of long term capital expenditures.
- Operate without pricing policies, expense controls, and sound principles of asset management to generate a Return on Sales and Assets sufficient to maintain the long-term financial viability of the organization.
EXECUTIVE LIMITATIONS #8
The Executive Director shall protect, adequately maintain organizational assets and not allow the assets to be unprotected, inadequately maintained, or unnecessarily risked. Accordingly, he or she shall:
- Maintain a system of Internal Control with the objective of ensuring, as far as practical, the orderly and efficient conduct of the organization’s business, adherence to management policies, safeguarding of assets, prevention and detection of fraud and error, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.
- Insure against theft and casualty losses to at least 100% (one hundred percent) of replacement value and against liability losses to board members, staff, and the organization itself in an amount at least the average for comparable organizations.
- Ensure sufficient maintenance for buildings and equipment.
- Act prudently and not unnecessarily expose the organization, its board, or staff to claims of liability.
- Not make any purchase
- Wherein normally prudent protection has not been given against conflict of interest
- Of over $5,000 without having obtained comparative prices and quality
- Protect intellectual property, information, and files from loss or significant damage.
- Deposit the organization’s funds in appropriate banking institutions and in all cases in institutions where they are reasonably protected, returns maximized and costs are minimized, and values respected.
- Protect the organization’s public image or credibility. Particularly avoid risks which would endanger or hinder its accomplishment of priorities.
EXECUTIVE LIMITATIONS #9
COMMUNICATION AND SUPPORT TO THE BOARD
The Executive Director shall support the board with adequate information and not permit the board to be uninformed or unsupported in its work.
Accordingly, he or she shall:
- Submit and not neglect to provide monitoring data required by the board (see policy on Monitoring Executive Director Performance) in a timely, accurate, and understandable fashion, directly addressing provisions of board policies being monitored.
- Keep the board informed and aware of relevant trends, anticipated adverse media coverage, material external and internal changes, including staffing, particularly changes in the assumptions upon which any board policy has previously been established.
- Advise the board if, in the Executive Director’s opinion, the board is not in compliance with its own policies on Governance Process and Board-Executive Director Linkage, particularly in the case of board behavior that is detrimental to the work relationship between the board and the Executive Director.
- Marshal for the board as many staff and external points of view, issues and options as needed for fully informed board choices.
- Present information concisely and in a form that differentiates among information of three types: monitoring, decision preparation, and other. Provision of such information in an unnecessarily complex or lengthy form or in a form that fails to differentiates among information of three types: monitoring, decision preparation, and other, will not be acceptable.
- Provide an effective mechanism for official board, officer, or committee communications.
- Deal with the board as a whole except when
- (a) fulfilling individual requests for information or
- (b) responding to officers or committees duly charged by the board.
- Report in a timely manner an actual or anticipated non-compliance with any policy of the board.
- Supply for the consent agenda all items delegated to the Executive Director yet required by law or contract to be board-approved, along with the monitoring assurance pertaining thereto.
- Inform the board of environmental concerns or of situations of potential liability.
EXECUTIVE LIMITATIONS #10
ENDS FOCUS OF GRANTS AND CONTRACTS
The Executive Director may enter only into grant or contract arrangements that emphasize primarily the production of Ends and, secondarily, the acceptable means. Accordingly, the Executive Director shall:
- Prohibit particular methods and activities to preclude grant funds from being used in imprudent, unlawful, or unethical ways.
- Assess and consider an applicant’s capability to produce appropriately targeted, efficient ends.