posted July 01, 2006 01:34 PM         

We cannot draw you a table of organization here, but we can easily describe one. At the top is the ownership (be it shareholders or others), next the board, then the CEO, then anyone to whom the CEO delegates (the latter drawn as the CEO wishes).

Owners, board, and CEO are on a single, uninterrupted line of authority. The chair and other officers do not appear on that line (see below). However, attached to any position on that line can be any other person or group desired by the position to which it is attached.

No position on the line (owners - board - CEO) can create such attachments to another position, only to itself. Therefore, the board cannot create functions attached to the CEO. The CEO cannot create functions attached to the board.

For example, attached to the board can be any position the board chooses that does not cause 'double delegation,' that is, overlap with each other or with the CEO. This would include board officers and committees. Each is a creature of the board (yes, including the chair), reports to the board, and can be terminated by the board. Each exists to help the board with its job, never to help the CEO. None of them, of course, relieves the board of its accountability.

This same pattern can be true of an ownership as well, but this is a far less frequent phenomenon. We've never seen it done by owners except in large associations (e.g., membership committees to nominate board candidates) and in credit unions (e.g., the "supervisory committee").

The CEO regularly does it, for his/her creation of "attachments" constitutes the familiar management organization chart.

posted May 18, 2005 06:19 PM         

It is the CGO’s (chair’s) job to see to it the board’s process is as good as the board has said it wants it to be. That is quite a job. If the chair can express his/her own views without failing at that job, we see no reason for him/her not to voice an opinion. When people talk about how powerful the chair is, we wonder what that says about the rest of the board members. Are they really that easily intimidated? Their job is to express their views and enter into honest debate, then vote their consciences. If they cannot do that, it is missing the point to blame it on the chair’s expressing a personal view.

If the board thinks it needs financial advice, then it should get advice, using its best judgment as to source and cost. There is nothing at all wrong either with hiring outside or with using one of your members. Obviously, as with any decision, opinions will differ about the choice made.

posted May 18, 2005 05:26 PM         

1. The Chair or meeting facilitator should not be an adversary for any position as this wields too much power. So I take this to mean that the Chair should not participate in discussions if they feel strongly for or against.

2. It’s a bad idea for the board to hire a financial advisor to suggest how they should make financial decisions. This has come about because our board doesn’t feel as though they always have the education necessary to make decisions; and we have a very dedicated member who does specialize in finances. This person was previously on the board and was not re-elected during our last election. Which brings me to the 3rd question…

3. The board may at some point need to ask over zealous members to respect the boards work and not offer input on subjects discussed at board meetings. Relying on a strong member doesn’t allow them to develop and strengthen.

Any comments would be appreciated.

posted May 05, 2005 06:04 PM         

“Reinventing Your Board” is a step-by-step guide to developing the policies necessary for the Policy Governance model to work. Rather than theory and commentary, it covers implementation specifics. However, you might want to wait for the second edition of this book to come out in early 2006; we are making the new edition much more helpful. (By the way, the third edition of Boards That Make a Difference comes out about the same time and will be considerably changed.)

We suggest four methods to help your board maintain its Policy Governance discipline. (1) The board’s intentions, guidelines, and commitments about how it will govern (including conduct of meetings) must be decided by the board and ‘captured’ in the Governance Process policy section. (2) The board will not have decided every possible thing about its own governance and conduct of meetings, so it empowers the Chief Governance Officer (the chair) to make further decisions using any reasonable interpretation of the Governance Process policies (and Board-Management Delegation policies as well) that he/she chooses. The board, in that way, is telling the CGO to keep the board true to its policies, that is, to chair in such a way that Policy Governance discipline is maintained. (3) The board on a very regular basis goes over each of the Governance Process policies, discussing how well it is sticking to what the policies say. We recommend a few minutes in this kind of self-evaluation every meeting. (4) For a board that really is serious about maintaining not only its current discipline, but its capability to deal with big problems in the future, the board should do regular “what if?” exercises. The book “The Board Member’s Playbook” gives concrete instructions in how to do this.

posted May 05, 2005 04:02 PM         

We are specifically interested in how to maintain the PG-governance during each subsequent meeting. Because the fall back in traditional governance is always there. Then what kind of process or policy is there for introducing PG to new board members. As I said in a previous message, we don't want a board development workshop every board meeting. Or maybe we should?

posted December 08, 2004 02:40 PM         

We are certain something akin to that scenario has occurred many times before. We have frequently encountered the scrambled muddle you describe years on when everyone is ready to throw up their hands in surrender. We can’t be much help to you here because there are simply too many flaws in your plan to be dealt with. Your organization is in desperate need of competent consulting. We are confident that persons earning a certificate in information technology would never design their own product in so unnecessarily complicated a way. Back to the drawing board is the only sensible route to take.

posted December 06, 2004 11:13 AM         

THE MODEL
The business operations heavily follow the company, Certified Financial Board of Planners, Inc (CFP Board) a non-profit corp who owns and issues the certification trademark, CERTIFIED FINANCIAL PLANNER(TM).

BOARDS & COMMITEES
We see that the CFP Board follows the Carver Policy Governance(R) to define its Mission, End Statement, etc. Within the Board, is the Board of Governers, which has the CEO and other "high" positions, and subsidiary boards which entail members who are volunteers.

OUR INTENTED PLAN
Our business is a for-profit LLC who has a "corporate board", i.e President, vice president. We want to create an additioanl "Board" that is seperate from the corporate board who's responsibilities include:
-- CODE OF ETHICS: Review and further development.
-- PRACTICING STANDARDS: ensure practical and ethical standards of practice
-- TRAINING CONTENT: review and further development of education content.

QUESTION:
Can such a seperate Board/Advisory Council/ Committee be formed?
1) We envision senior members of the board to be reprentatives from various IT companies, who's employers have a valued interest in their products and services being "mentioned" in the training as examples of applied technologies. Obtaining such a seat on the Senior Board, would require payment by the employer.

2) We want the bylaws of this additional board to state that any changes to the training content or Code of Ethics, for example, must have approval by the President of the company. Simply we want to ensure "control" over the decisions by this additional board.

WHY THIS BOARD:
- Ensures our training and certification program has been reviewed and "blessed" by industry professionals.
- Provides values input to the program and ensures it remains current in today's IT practices.

Its a mouthful, but has this scenario occured before?

posted October 28, 2003 07:29 PM         

First, let me point out that the size of your membership is not an Ends issue. The organization does not exist to have a larger membership, thought it might (a) exist to achieve results more easily achieved with a larger membership or (b) jeopardize future ability to produce if the membership fails to grow. In either event, membership size is never an Ends issue. It is clearly a means issue.

Further, educational programs are not Ends. Programs, services and curricula are never Ends; they are always means. The Ends concept is not to be applied to everything the board wants the organization to do. It is the designation of results in some target population’s lives, designation of who that population is, and designation of the cost or priority of those results. I am not sure what in the Policy Governance literature might have led to this misconstruction. The Policy Governance model will not work if misunderstood on something this important.