Stonegate CHC Board Orientation
Stonegate CHC Board OrientationSeptember 8, 2015AgendaGovernance (from Heather Graham Consulting Services)Quality Improvement (from Lorri Zagar)Stonegate Programs and ServicesHow do we understand Governance?What does Governance mean to you?DefinitionsThe word Governance is derived from the Greek verb to steerGovernance refers to the processes, traditions and structures of how power is exercised. It determines how the organization directs and manages its activities. (Centre Point www.centrepoint.ca) Types of Governance.
Working/Administrative BoardProvide policy and general directionOften do the work (e.g. organizing events, drafting documents)Typically in small organizationsBoard members often volunteer in the work of the organizationHave a coordinator/ED; may have other staffDistinction between role of board and staff is blurredTypical small and homogenous- heavier workload for board membersOften passionate, but may be prone to burnoutCollective BoardProvide a group of like-minded people with opportunity to work towards specific goalsindividuals with highly developed feeling of responsibility and commitment to achieving the goals (emerges from a movement)Share responsibility for policy, management and operational functions between board and staff (no management hierarchy)Need clear terms of reference to prevent re-inventing the wheel and to ensure that essential functions are carried outMay be prone to burnoutPolicy Governance BoardSet policy almost exclusivelyHire, supervise and fire CEO who tends to the operationsAre unlikely to have committees because the staff commonly performs that workOften criticized for being too removed from staff/operations and clients/communityPolicy Setting BoardSet policies and ensure procedures are in place.Hire, supervise, evaluate and fire ED/CEOHave staff which implement policies/proceduresHave a number of committeesCommunication through the Chair and ED/CEONeed to have clear definitions of responsibilities and authorityWhich Model is the Right One?There is no right modelEach organization needs to take the time to reflect on current structures and practices, and decide what structure best meets its needsStructure alone does not ensure a good model
Where do you think Stonegates board fits?Governance FunctionsLeadership: Ensuring the CHC is leading the charge to create as much community impact as possible, on behalf of the community served by the organizationLegal Oversight: Ensuring the CHC is complying with all its legal obligationsOperational Oversight: Ensuring the CHCs work is getting done in all program/operational areas, and ensuring that work is being done ethically, legally and effectively.Board Mechanics: The day-to-day of what it takes to be a successful board (recruitment, policy-setting, board development, etc.)
1. Leadership: Strategic Planning and ThinkingWhat is Strategic Planning?A management tool that helps a CHC:Assess and adjust its direction in response to changing environmentDetermine where its going over the next 3-5 years and how its going to get thereFocus its energyEnsure that individuals across the CHC are working towards the same goal.The process is about planning because it involves intentionally setting goals (choosing a desired future) and development and approach to achieve those goals.if we do not change our direction, we are likely to end up where we are headed (Chinese proverb)Strategic Planning: What is the Boards Responsibility?Determine the CHCs mission, vision, values and directionInitiate a strategic planning process every 3-5 yearsEngage external consultants to lead the planning processStrategic planning is important to funders, accreditation
Monitor ProgressThe Board should receive a high-level report from the ED that summarizes progress made relative to defined outcomes and targets (bi-annually or quarterly)Avoid sharing or discussing operational details (e.g. list of activities). The Management Team is responsible for the implementation plan.Strategic decisions should consider fit with the current mission, values an directions (e.g. should we pursue this funding opportunity?)What is Strategic Thinking?Making decisions about what the CHC will do and will not do, where to focus energies and what overall priorities should beDecisions are guided by the Vision, Mission and Values and Strategic DirectionsMaking decisions off the top of our heads is not exercising duty of care, and it is not being strategic.Strategic thinking process incudes:Examining multiple optionsAllowing enough time to thoroughly debate the rationale, ramifications, pros and cons for each optionFocusing on critical issuesIdentifying and gathering relevant information to inform the discussion/decision2. Legal OversightFiduciary ResponsibilitiesStay objective, unselfish, responsible, honest, trustworthy and efficientAct as stewards of public trust and for the good of the organization, rather than for self-benefitExercise reasonable care in all decision-making, without placing the organization under the unnecessary riskParticipate in approving the final budget, audit, annual financial report and periodic financial statementsUnderstand basic terminology, be able to read financial statements and judge their soundness, and have the capacity to recognize warning signs that might indicate a change in the overall financial health of the organization.Legal Responsibilities and LiabilitiesBe aware of legal responsibilities as a board memberKnow that policies are in place to guide the actions and behaviours of both staff and board membersManage the organizations affairs as you would your ownParticipate in completing annual liability checksCommon Difficulties:Non-management (failure to attend board meetings)Negligence or willful mismanagement (hiring unqualified staff or poorly managing CHCs affairs)Conflict of interest and self-dealing (family member hired as staff)
3. Operational OversightBoard OperationsBoards meet their responsibilities usually by conducting major activities at certain times of the yearBylaws often specify when certain activities will be conductedExamples of activities:Development and enactment of Board bylaws and policiesRegular Board meetings and annual general meetingBoard self-evaluationHiring and evaluating EDReviewing and updating board and personnel policiesStrategic planningRecruiting new membersReviewing and authorizing the yearly budgetGovernance vs. ManagementBoards foremost responsibility is to govern versus managementGovernance involves decision that have implications on the CHC and incorporating the mission, vision and values of the CHC when making these decisionsManagement is the organization of tasks, people, resources and technology to achieve the CHC purpose- within the framework set out by the board.Board RolesBoard= GovernanceThe Board is the ultimate legal and moral authority of a non-profit organizationThe government has authorized the Board to govern and it is therefore accountable to the public for the running of the corporationBoard governance is a group action, and cannot be delegated to an individual or a committeeStaff RolesStaff= ManagementThe staffs role is to complete the daily work of the organization (within policies defined by the Board).Management includes enabling the Board to effectively govern by providing solid orientation materials, good reports, tracking measured, and providing support in completing and refining governance work. Role Clarification Issues:Board MembersNeed to be clear about the boundaries:Managing multiple roles, perspectives and experiences (Board member, Community member, Client)Ensuring contributions match responsibilitiesKnowing when, how and who can speak on behalf of the organization and responsibility for maintaining relationships with the communityHolding each other accountableScenarioOne Saturday you are walking along a street in your neighbourhood, close to your home and you run into a Manager from the CHC. You begin to chat and the Manager asks you how you are enjoying being on the Board.Group DiscussionWhat are the potential issues?How do you respond?What Board By-laws or Policies speak to these issues?Group DiscussionWhat are the potential issues?What Board By-laws or Policies speak to these issues?How should you respond?
4. Board MechanicsCommon Challenges for Non-Profit BoardsLack of time (volunteers, often over-committed)Lack of independent information (relay too heavily on the ED)Lack of familiarity with the business (board roles/responsibilities; community needs/interests; nonprofit sector, etc.)A desire to avoid tension and conflict (afraid to ask questions or appear adversarial)Obligations of Stonegate Board MemberA member of the Board of Director of The Stongate Community Health Centre (SCHC) has a legal and moral responsibility to ensure that the SCHC and SCA do the best work possible in pursuit of its goals.A Board member believes in the purpose and mission of the CHC and will act responsibly and prudently as its stewardA board member agrees to fulfill the following:Interpret the organizations work and values to the community, represent the organization and act as a spokespersonAttend the AGM and at least 80% of Board meeting, committee meetings and special events annually. Obligations continuedAct in the best interest of the organization and excuse him/her from discussions where he/she has a conflict of interestStay informed about what is going on in the organization; ask questions and request information; and participate in and take responsibility for making decision on issues, policies, and other board mattersWork with staff and Board members and partners towards achievement of Stonegates goalsParticipate in at least one Board Committee per year