Stonegate CHC Board Orientation

September 8, 2015

AgendaGovernance (from Heather Graham Consulting

Services)

Quality Improvement (from Lorri Zagar)

Stonegate Programs and Services

How do we understand Governance?

What does Governance mean to you?

Definitions• The word Governance is derived from the

Greek verb “to steer”

• Governance 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 Board-Provide policy and general direction-Often do the work (e.g. organizing events, drafting documents)-Typically in small organizations-Board members often volunteer in the work of the organization-Have a coordinator/ED; may have other staff-Distinction between role of board and staff is blurred-Typical small and homogenous- heavier workload for board members-Often passionate, but may be prone to burnout

Collective Board-Provide a group of like-minded people with opportunity to work towards specific goals-individuals 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 out-May be prone to burnout

Policy Governance Board-Set policy almost exclusively-Hire, supervise and fire CEO who tends to the operations-Are unlikely to have committees because the staff commonly performs that work-Often criticized for being too removed from staff/operations and clients/community

Policy Setting Board-Set policies and ensure procedures are in place.-Hire, supervise, evaluate and fire ED/CEO-Have staff which implement policies/procedures-Have a number of committees-Communication through the Chair and ED/CEO-Need to have clear definitions of responsibilities and authority

Which Model is the Right One?There is no ‘right’ model

Each organization needs to take the time to reflect on current structures and practices, and decide what structure best meets its needs

Structure alone does not ensure a good model

Where do you think Stonegate’s board fits?

Governance Functions• Leadership: Ensuring the CHC is leading the charge to

create as much community impact as possible, on behalf of the community served by the organization

• Legal Oversight: Ensuring the CHC is complying with all its legal obligations

• Operational Oversight: Ensuring the CHC’s 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

Thinking

What is Strategic Planning?• A management tool that helps a CHC:– Assess and adjust its direction in response to

changing environment– Determine where it’s going over the next 3-5 years

and how it’s going to get there– Focus it’s energy– Ensure 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 Board’s Responsibility?

Determine the CHC’s mission, vision, values and direction

Initiate a strategic planning process every 3-5 years

Engage external consultants to lead the planning process

Strategic planning is important to funders, accreditation

Monitor Progress• The 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 be

Decisions are guided by the Vision, Mission and Values and Strategic Directions

Making 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 options

Allowing enough time to thoroughly debate the rationale, ramifications, pros and cons for each option

Focusing on critical issues

Identifying and gathering relevant information to inform the discussion/decision

2. Legal Oversight

Fiduciary ResponsibilitiesStay objective, unselfish, responsible, honest, trustworthy and

efficient

Act as stewards of public trust and for the good of the organization, rather than for self-benefit

Exercise reasonable care in all decision-making, without placing the organization under the unnecessary risk

Participate in approving the final budget, audit, annual financial report and periodic financial statements

Understand 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 Liabilities• Be aware of legal responsibilities as a board member

• Know that policies are in place to guide the actions and behaviours of both staff and board members

• Manage the organizations affairs as you would your own

• Participate in completing annual liability checks

Common Difficulties:

Non-management (failure to attend board meetings)

Negligence or willful mismanagement (hiring unqualified staff or poorly managing CHC’s affairs)

Conflict of interest and self-dealing (family member hired as staff)

3. Operational Oversight

Board OperationsBoards meet their responsibilities usually by conducting major

activities at certain times of the year

Bylaws often specify when certain activities will be conducted

Examples 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 budget

Governance vs. Management• Board’s foremost responsibility is to govern

versus management

• Governance involves decision that have implications on the CHC and incorporating the mission, vision and values of the CHC when making these decisions

• Management is the organization of tasks, people, resources and technology to achieve the CHC purpose- within the framework set out by the board.

Board RolesBoard= Governance

• The Board is the ultimate legal and moral authority of a non-profit organization

• The government has authorized the Board to govern and it is therefore accountable to the public for the running of the corporation

• Board governance is a group action, and cannot be delegated to an individual or a committee

Staff RolesStaff= Management

•The staff’s 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 Members

Need 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 community

Holding each other accountable

Scenario

One 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 Mechanics

Common Challenges for Non-Profit Boards

• Lack 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 Member

• A 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 steward

• A board member agrees to fulfill the following:– Interpret the organizations work and values to the

community, represent the organization and act as a spokesperson

– Attend the AGM and at least 80% of Board meeting, committee meetings and special events annually.

Obligations continued…• Act in the best interest of the organization and excuse

him/her from discussions where he/she has a conflict of interest

• Stay 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 matters

• Work with staff and Board members and partners towards achievement of Stonegate’s goals

• Participate in at least one Board Committee per year