Policy Title: 4.0. Global Governance Commitment
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Sample Governance
Process
4.0 Global Governance Commitment
4.1 Governing Style
4.2 Board Job Products
4.3 Agenda Planning
4.4 Chair’s Role
4.5 Board Members’ Code of Conduct
4.6 Board Committee Principles
4.7 Board Committee Structure
4.8 Governance Investment
The
purpose of the board, on behalf of [identify the ownership here], is to see to
it that [name of organization here] (a) achieves appropriate results for
students at an appropriate cost (as specified in board Ends policies) and (b)
avoids unacceptable actions and situations (as prohibited in board Executive
Limitations policies).
Note: The "moral
ownership" identity is to be inserted in the blank provided. This could be
"the general public," "the people of Montgomery County,"
"the membership," "the citizens of San Francisco," or other
such base of ownership.
Policy Title: 4.1. Governing Style
The
board will govern lawfully, observing the principles of the Policy Governance
model, with an emphasis on (a) outward vision rather than an internal
preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic
leadership more than administrative detail, (d) clear distinction of board and
superintendent roles, (e) collective rather than individual decisions, (f)
future rather than past or present, and (g) proactivity rather than reactivity.
Accordingly:
1. The
board will cultivate a sense of group responsibility. The board, not the staff,
will be responsible for excellence in governing. The board will be the
initiator of policy, not merely a reactor to staff initiatives. The board will
not use the expertise of individual members to substitute for the judgment of
the board, although the expertise of individual members may be used to enhance
the understanding of the board as a body.
2. The
board will direct, control, and inspire the organization through the careful
establishment of broad written policies reflecting the board's values and
perspectives. The board's major policy focus will be on the intended long-term
impacts outside the staff organization(Ends), not on the administrative or
programmatic means of attaining those effects.
3. The
board will enforce upon itself whatever discipline is needed to govern with
excellence. Discipline will apply to matters such as attendance, preparation
for meetings, policymaking principles, respect of roles, and ensuring the
continuance of governance capability. Although the board can change its Governance
Process policies at any time, it will scrupulously observe those currently in
force.
4. Continual
board development will include orientation of new board members in the board's
Governance Process and periodic board discussion of process improvement.
5. The
board will allow no officer, individual, or committee of the board to hinder or
serve as an excuse for not fulfilling group obligations.
6. 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-Management
Delegation categories.
Policy Title: 4.2. Board Job Products
Specific
job outputs of the board, as an informed agent of the ownership, are those that
ensure appropriate organizational performance.
Accordingly,
the board has direct responsibility to create
1. The linkage between the ownership and the
operational organization
2. Written governing policies that realistically
address the broadest levels of all organizational decisions and situations
A. Ends: organizational products, impacts,
benefits, outcomes, recipients, and their relative worth (what good for which
recipients at what cost)
B. Executive limitations: constraints on
executive authority 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 task
D. Board-management delegation: how power is
delegated and its proper use; the CEO’s role, authority, and accountability
3. Assurance of successful organizational
performance on Ends and Executive Limitations.
Note:
A board can set annual targets about integrity or completeness in these areas
either by expanding this policy or establishing a separate policy titled, for
example, “annual governance plan.” Other job "products" of the board
that may be appropriate for some organizations may include “legislative
change,” or other outputs for which the board chooses to hold itself directly
responsible. Be sure to include any decision areas that Executive Limitations
policies have denied to the Superintendent.
4. Advocate for
legislative change which positively impacts public education
In addition the board
has taken on the following non-governing output(s):
1. Negotiating union
contracts. [if the board decides to do this]
Policy Title: 4.3. Agenda Planning
To
accomplish its job products with a governance style consistent with board
policies, the board will follow an annual agenda that (a) completes a
reexploration of Ends policies annually and (b) continually improves board
performance through board education and enriched input and deliberation.
1. The
cycle will conclude each year on the last day of ______ 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.
2. The
cycle will start with the board’s development of its agenda for the next year.
A. Consultations
with selected groups in the ownership, or other methods of gaining ownership
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 (presentations by
futurists, demographers, advocacy groups, staff, and so on) will be arranged in
the first quarter, to be held during the balance of the year.
C. A
board member may recommend or request an item for board discussion by
submitting the item to the Chair no later than five days before the agenda is
to be warned.
3. Throughout
the year, the board will attend to consent agenda items as expeditiously as
possible.
a. An
individual board member can remove an item from the consent agenda for
discussion [This conflicts with the
governing style policy and allows one person to have the ability to determine
what the board discusses, rather than the majority of the board.]
or
a. Only
the majority of the board can remove an item from the consent agenda for
discussion [This is consistent with the
governing style policy.]
4. Superintendent
monitoring will be included on the agenda if monitoring reports show policy
violations, if policy criteria are to be debated, or if the board, for any
reason, chooses to debate amending its monitoring schedule.
5. Superintendent
remuneration will be decided after a review of monitoring reports received in
the last year during the month of _________.
Policy Title: 4.4. Chair’s Role
The
Chair, a specially empowered member of the board, ensures the integrity of the
board's process and, secondarily, occasionally represents the board to outside
parties. Accordingly:
1. The
assigned result of the Chair’s job is that the board behaves consistently with
its own rules and those legitimately imposed on it from outside the
organization.
A. Meeting
discussion content will consist solely of issues that clearly belong to the
board to decide or to monitor according to board policy.
B. Information
that is for neither monitoring performance nor board decisions will be avoided
or minimized and always noted as such.
C. Deliberation
will be fair, open, and thorough but also timely, orderly, and kept to the
point.
2. The
authority of the Chair consists in making decisions that fall within topics
covered by board policies on Governance Process and Board-Management
Delegation, with the exception of (a) employment or termination of a
Superintendent and (b) areas where the board specifically delegates portions of
this authority to others. The Chair is authorized to use any reasonable
interpretation of the provisions in these policies.
A. The
Chair is empowered to chair board meetings with all the commonly accepted
powers of that position, such as ruling and recognizing.
B. The
Chair has no authority to make decisions about policies created by the board
within Ends and Executive Limitations policy areas. Therefore, the Chair has no
authority to supervise or direct the Superintendent.
C. The
Chair may represent the board to outside parties in announcing board-stated
positions and in stating chair decisions and interpretations within the area
delegated to her or him.
D. The
Chair may delegate this authority but remains accountable for its use.
Policy Title: 4.5. Board Members' Code of Conduct
The
board commits itself and its members to ethical, businesslike, and lawful
conduct, including proper use of authority and appropriate decorum when acting
as board members.
1. Members must demonstrate loyalty to the
ownership, unconflicted by loyalties to staff, other organizations, or any
personal interests as Parents/Guardians.
2. VT REQUIRED POLICY HERE INSTEAD [May want to consider modifying VSBA model
policy to include not only removing oneself from decision making and
deliberations, but from the room as well.]
Members must avoid conflict of interest with respect to their fiduciary
responsibility.
A. There
will be no self-dealing or business by a member with the organization. Members
will annually disclose their involvements with other organizations or with
vendors and any associations that might be reasonably seen as representing a
conflict of interest.
B. When
the board is to decide on an issue about which a member has an unavoidable
conflict of interest, that member shall absent herself or himself without
comment not only from the vote but also from the room during any deliberation.
C. Board
members will not use their board position to obtain employment in the
organization for themselves, family members, or close associates. A board member
who applies for employment must first resign from the board.
3. Board
members may not attempt to exercise individual authority over the organization.
A. Members'
interaction with the Superintendent or with staff must recognize the lack of
authority vested in individuals except when explicitly authorized by the board.
B. Members'
interactions with the public, the 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. Except
for participation in board deliberation about whether the Superintendent has
achieved any reasonable interpretation of board policy, members will not
express individual judgments of performance of employees and volunteers or the
Superintendent.
4. Members
will respect the confidentiality appropriate to issues of a sensitive nature.
5. Members
will be properly prepared for board deliberation.
6. Members
will support the legitimacy and authority of the final determination of the
board on any matter, irrespective of the member’s personal position on the
issue.
Policy Title: 4.6. 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
Superintendent.
Accordingly:
1. Board
committees are to help the board do its job, not to help 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 direct dealings with current
staff operations.
2. 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 Superintendent.
3. Board
committees cannot exercise authority over staff. Because the Superintendent
works for the full board, he or she will not be required to obtain the approval
of a board committee before an executive action.
4. 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 subject.
5. Committees
will be used sparingly and ordinarily in an ad hoc capacity.
6. This
policy applies to any group that is formed by board action, whether or not it
is called a committee and regardless of whether the group includes board
members. It does not apply to committees formed under the authority of the
Superintendent.
Policy Title: 4.7. Board Committee Structure
A
committee is a board committee only if its existence and charge come from the
board, regardless of whether board members sit on the committee. The only board
committees are those that are set forth in this policy. Unless otherwise
stated, a committee ceases to exist as soon as its task is complete.
Note: This is not a
list of suggested committees but rather an illustration of how legitimate board
committees should be described.
1. Ownership
Linkages Committee
A. Product: Options and implications for
board consideration with respect to the Ends decisions to be made by the
board—by no later than ______ XX, 200X.
B. Authority: To incur costs of no more
than $1,000 in direct charges and no more than fifty hours of staff time.
2. Legislative
Change Advisory Committee
A. Product: Options and implications for
board consideration regarding long-term legislative or regulatory effects to be
achieved by the board—by no later than __________ XX, 200X.
B. Authority: To incur costs of no more
than $3,000 in direct charges and no more than seventy hours of staff time.
3. Nominating
Committee
A. Product: Properly screened potential
board members—by no later than _______ XX of each year.
B. Authority: To incur costs of no more
than $1,000 in direct charges and no more than twenty hours of staff time per
annum.
4. Audit
Committee
A. Product: Work with auditor to
familiarize auditor with Policy Governance Model and applicable policies. To
ensure future audits will provide board with information required in policies
by no later than _______________.
B. Authority: To incur no more than $1,000
in direct charges and use of no more than twenty person-hours of staff time.
5. Board
Orientation/Development Committee
A. Product
B. Authority
6. Ends
Committee
A. Product
B. Authority
Policy Title: 4.8. Governance Investment
Because
poor governance costs more than learning to govern well, the board will invest
in its governance capacity. Accordingly:
1. Board
skills, methods, and supports will be sufficient to ensure governing with excellence.
A. Training
and retraining will be used liberally to orient new members and candidates for
membership, 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 organizational performance. This includes, but is not limited to,
financial audits.
C. Outreach
mechanisms will be used as needed to ensure the board’s ability to listen to
owner viewpoints and values.
2. Costs
will be prudently incurred, though not at the expense of endangering the
development and maintenance of superior capability.
A. Up
to $____________ in fiscal year ____________ for training, including attendance
at conferences and workshops.
B. Up
to $ ____________ in fiscal year ____________ for auditing and other
third-party monitoring of organizational performance.
C. Up
to $ ____________ in fiscal year ____________ for surveys, focus groups,
opinion analyses, and meeting costs.
3. The
board will establish its cost of governance budget for the next fiscal year
during the month of _________.