youth-led initiatives and governance:
DESCRIPTION
Youth-Led Initiatives and Governance:. Responsible Decision-Making. LEARNING GOALS . What staff members will learn:. What board members will learn:. The role of a governance body The importance of ensuring members understand that role How to select members that are best-suited to your work - PowerPoint PPT PresentationTRANSCRIPT
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Responsible Decision-Making
Youth-Led Initiatives and Governance:
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What staff members will learn:The role of a
governance bodyThe importance of
ensuring members understand that role
How to select members that are best-suited to your work
Board processes that will improve decision-making
Your role and duty as a member of a governing body
The implications of that role and duty on you and the organization
Good governance practices that will improve decision-making
LEARNING GOALS What board members will learn:
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ICEBREAKER!Paper Trail
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Take 2-3 minutes to write down questions you have about governance on the scrap in front of you Questions
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For a governing body to make responsible decisions, we need to make sure we have the right:
1. Structure
2. Function
3. Processes ...for our governing body...
OUTLINE FOR TODAY’S WORKSHOP
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The context in which we work is always changing
The work we do and the way we do it also changesIncorporated or unincorporated
Every organization has different needs and wants
So the “right” stuff will be different for everybody!
The “Right” Stuff
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Structuring our Governance Building a Model for You!!!
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What decisions does the governing body make? What decisions are delegated (to staff, committees, volunteers....)?
What are the governing body’s responsibilities and limits in regards to operations?
How will the staff and the body communicate? What will the reporting relationship be?
Questions to help you determine your structure:
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Most governing bodies start informal and become formal
Numerous models and different definition of each
Always growing and changing; prescribe to a specific model as an aspiration but accept likelihood of hybrid
Outline expectations, roles, requirements....
From Structure to Models
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Size and composition of body
Length of tenure
Quorum and voting procedures
Other unique characteristics
Roles and Responsibilities, ie. Committees: executive vs. working (oversight vs. operation)
Outlined in Constitution, Letters Patent, By-Laws.....
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Understand and define in writing the mandates of:
BoardCommitteesChairDirectors
A code of conduct: to lay out ethical behaviour including repercussions, expectations; championed by board; with provision for whiste-blowing
Everyone on the Same Page
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What factors can/do/should determine the size, composition, tenure, voting....of your governing body?
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Structuring our GovernanceThe Right People!
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What do you want from your governing body? What do you want them to contribute to your work?
How can/does/should your group determine this?
What qualities and experience can/do/should you seek out in potential members of you governing body?
What are the particular challenges a youth-led faces and how do you tackle these challenges?
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What are you looking for in a Chair?
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Professional QualitiesHas experience in....Has served on our
board for # of terms.....
Strong commitment to work and community....
Empathy for fellow directors....
A Chair can be the most important factor in how your governing body functions
Personal Qualities
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Functions of a Governing BodyThe Fiduciary Role
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What does fiduciary mean?
What does it mean for the group or organization and the work being done?
What does it mean for members of your governing bodies, in particular board members?
What are the implications of this role on decision-making?
Fiduciary Role
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Honesty and integrity
Best interests of the organization
Duty cannot be delegated
No-conflict rule
Fiduciary Role: Duty of Loyalty
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What is a conflict of interest?
How do you determine if you have one/a member has one?
What can be/is/should be your process when a conflict of interest arises?
What challenges come about when dealing with COIs and how do you address them?
Conflict of Interest
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Competence
Obedience
Be informed/aware
Exercise power—make decisions!
Act in accordance with the Standard of Care: prudence and diligence
Fiduciary Role: Duty of Care
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You can incur liability where conduct falls shortDiffers from province to province and depending
on the status of the organization
Objective: degree of care and skill of a “reasonably prudent person”
Subjective: degree of care and skill as related to a particular knowledge or experience, ie. position they were selected for based on expertise—ex. Lawyer
Standards of Care
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If a board allows an organization to function outside of its legal purpose (letters patent, constitution, charitable objects...) the board is liable for any resulting loss or damage.
Buuuuut......The Board can AMEND these documents.....
Taking Care of Business
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Functions of a Governing BodyRisk
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What is risk? Does your governing body have a shared definition of risk? What is it?
Do you discuss risk as a/with your board or governing body? What kinds of discussions surround risk?
How important is assessing risk when making a decision as a member of a governing body?
Risk
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Risk tolerance policy: appetite (willingness) vs. Capacity (ability to handle)Based on finances, donor support, reputation,
credibility, experience and competence of staff and volunteers
Amount of $ willing to lose/forego, potential risk to reputation, limits of ED’s authority, info board should receive before making decisions
Consider potential risk vs. Opportunity, alternatives, worst case scenario, staff concerns and uncertainties
Including Risk Assessment in Decision-Making
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Act within scope of governing policies
Comply with laws, rules and regulations that apply to work and group structure (incl. Legal status)
Protect assets
Provide reliable accounting
Take steps to protect third parties from harm or damage caused by your activities
Minimizing Liability
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Case Study!Read your case study and answer the attached questions
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Risk reports from staff
Transfer it: share it with someone, like a partner or an insurance company
Mitigate it: procedures with checks and balances to detect and reduce
Accept it: When risk is minimalShould be compatible with your values
Managing Risk
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Functions of a Governing BodyCore Responsibilities
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Expressed in MANY DIFFERENT WAYS and can include a broad variety of tasks
According to Management Advisory Services:1. Direction2. Oversight3. Resources4. Protection5. Representation
Core Functions of a Board
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Involves things like mission, vision, values, operating and strategic plans, budget, policies
How does/can/should your governing body engage with your mission, vision, and values?
What role does the mission play in the rest of the governing body’s work?
Direction
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Approve structures, roles and functions
Assessment and evaluation of board, directors, ED, operations, and strategy: Define reporting requirements
Study reports and ASK QUESTIONS
Oversight
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Resource allocation
Volunteers
Fundraising
Partnerships
Trustee and funder relationships
Community relationships
Resources
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Identify risks
Develop policy and plans to mitigate risk
Define limits of decision-making for staff
Assess client and staff safety risks and develop processes and plans to avoid risks
Protection
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Understand and represent community and organization
Community consultation/relations
Outreach
Partnerships
Board renewal
Representation
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Sustainability
Accountability
Representation
The Gist
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Good Governance Processes
Decision Making
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Board members must be members of your organization
Option to have others be members of your organization—stakeholders, supporters, community members, youth....
BUT REMEMBER—MEMBERS VOTE AT THE ANNUAL GENERAL MEETING—QUORUM IS NEEDED TO VOTE!
What are requirements for membership? What are the implications/concerns around this?
Membership
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How and where do you engage with new board members?
TechniquesResources
What information do you provide your new board members? How?
What resources are available to support this?
Recruitment and Orientation
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Where do elections fit into the recruitment process?
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What are the right conditions for a vote? What is your voting process?
Board Meeting: Vote
• Any board member
Make a
Motion
• Healthy and open debate
• Change wording of motion if necessary
Debate
•Secretary reads final motion
•Motion is seconded
•Vote (and dissent) recorded in minutes
Vote
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Opportunity for community to observe/larger membership to participate in decision-making
If larger membership outside of bar, they have vote on matters presented at AGM
Process like Board Meeting vote but OPENED up to the floor
The Annual General Meeting: Vote
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What assessment and evaluation does/can/should your board conduct? What can/should be evaluated?
How are these pieces evaluated? Against what?
Who conducts them?
How are results disclosed? What are the expectations following an assessment?
Assessment and Evaluation
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1. Clear Decision making processes2. Board norms for meeting prep,
attendance and participation3. Clear agendas and well managed
meetings4. Clear roles and responsibilities5. Transparency
10 effective practices
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5. Act in interest of those you serve6. Learn from past focus on the
future and get better at what you do
8. Always keep the big pic in mind9. Speak with one voice or not at all
outside of your meetings10.Hold each other accountable
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ArtReach: GOAL Workshop on Nonprofit Board of Directors Workshop (toolkit forthcoming)
Canadian Institute of Chartered Accountants: 20 Questions Series http://www.cica.ca/publications/risk-and-governance/item61006.aspx
Management Advisory Services (free consulting!) http://www.masadvise.ca/
Resources
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Certified General Accountants of Ontario: Grassroots Governance and the Nonprofit Sector https://www.cga-ontario.org/Publications/Information_Booklets.aspx
www.boarddevelopment.org
www.hrcouncil.ca
Society of Corporate Secretaries and Governance Professionals http://www.governanceprofessionals.org/society/Publications.asp?SnID=1711177690
Resources
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If you have any questions, comments, or concerns, let me know!
Contact
Christa Romaldi, Agency Mentorship Program Coordinator1652 Keele StreetToronto, Ontario M6M 3W3416-653-3311 or [email protected]://foryouth.ca/community-engagement/1035-2/