Federated Press - Non Profit Governance ModelsWord.doc1101470414

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    NONPROFITGOVERNANCE:The Next Generation

    evolution of structure and function

    Prepared for:

    EDERATED PRESS

    Ruth R. Armstrong M B A management services Toronto, Ontario 416-691-7302

    66 Gln !a"is #rs$nt Toronto O% M4& 1'( November 6, 1998

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    NONPROFITGOVERNANCE:The Next Generation

    evolution of structure and function

    This paper recognizes that governance has been an important aspect of our

    nonprofit organizations for over a century. In the recent past as the

    environment has changed dramatically and governance has become a focus

    of study, an evolution is occurring.

    There is no agreement in the field on the best way to structure a board for

    effectiveness. There is instead an evolution of diversity of thinking aboutgovernance models, structures and functions.

    Four governance models are described within a framework and analyzed to

    suggest that choosing a hybrid model to suit an organizations specific

    characteristics has merit.

    The conflict between theory and practice further reinforces the inadequacy

    of theoretical constructs which cannot withstand the reality of human nature,organizational features and environmental pressures. This conflict is

    eplored against key success!failure factors for boards.

    "hatever hybrid model is chosen, structural forms such as committees,

    information, agendas and board meetings must be in alignment with the

    boards function, culture and strategy. # discussion of these structural forms

    suggests a variety of options to consider.

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    Table of Contents

    #cknowledgements................................................................$age %

    Introduction...........................................................................$age &

    'odels of (overnance..........................................................$age )%. $olicy (overnance 'odel.................................$age *

    &. +onstituency 'odel.........................................$age -. +orporate 'odel...............................................$age ). /mergent +ellular 'odel..................................$age 0

    Tension between Theory and $ractice..................................$age %%1ey 2uccess!Failure Factors......................................$age %&%. 3eadership.......................................................$age %&&. 3egitimacy and $ower.....................................$age %&-. 4ob 5efinition..................................................$age %). +ulture............................................................$age %6

    *. +ompetence....................................................$age %. 'anagement of 7oard $rocess........................$age %

    2tructure..............................................................................$age %0+ommittees................................................................$age %0Information................................................................$age %0#gendas.....................................................................$age &87oard 'eetings.........................................................$age &%

    +onclusion...........................................................................$age &&

    9eferences...........................................................................$age &-

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    A#)%O*+&!G&M&%T

    I wrote this paper after many stimulating conversations where my assumptions werechallenged and new insights formed.

    I would like to thank:

    'ichael #rmstrong'arilyn 5umaresq3eslie "right

    for their insightful contributions to the thinking behind this paper.

    The four models of governance were developed within a dynamic working group chargedwith the task of creating a new governance model for a ;ealth +anada pro

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    %TRO!#TO%

    2even years ago only two people registered for a =ork >niversity sponsored workshop on

    7oard 5evelopment. Today, workshops on governance are oversubscribed, consultants

    are being hired at a furious rate to work with boards, and publications about governance

    are proliferating.

    ?onprofit organizations and their boards have been part of the +anadian landscape for

    over a century. The focus on governance as a field of study however is recent. #s all our

    systems are undergoing radical change, nonprofit governance too is evolving.

    This paper eplores four models of governance, tension between the theory and practice

    of governance, and the structures that support governance.

    >nderstanding boards has evolved from eploring grassroots citizen participation in the

    nonprofit board room to studying more sophisticated governance roles.

    The last few decades have seen management boards fulfilling dual governance and

    management roles as nonprofit organizations have become established. The boards focus

    has been to build the organizations foundation and strength. @ften management skills

    were not available or affordable to a growing organization. In these situations, board

    members also offered their volunteer skills in a management capacity. 7oard members

    did double duty.

    @rganizations Astaff and budgetsB have grown and management skills have been hired.

    7oards often became Aand some still areB working boards offering skills Aaccounting,

    personnel, programB to supplement limited staff resources. #t the same time, boards

    fulfilled their governance role by developing policies at all levels. $olicies and issues

    however were usually brought to the board by the chief eecutive officer.

    7oards and chief eecutive officers worked together according to agendas driven by the

    chief eecutive officer. #gendas were generally concerned with the health, function and

    growth of the organization. #n internal focus to ensure the continuation and survival of

    the organization was paramount.

    This internal organizational orientation began to shift and epand to include an eternal

    focus in response to a drastically changing nonprofit environment. "hen author 4ohn

    +arver published his book Boards that make a difference in %008, boards of directors

    were receptive to a new view of their roles and responsibilities. This new view was

    timely because of the eternal pressures nonprofit organizations were facing. The policy

    governance model has become a dominant model of governance in the %008s.

    contd...

    Ruth Armstrong, VISION Management Serv!es "

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    The policy governance roles of a nonprofit board include:

    /stablishing the vision, mission and strategic directionsC

    $roviding fiscal and legal oversight AaccountabilityBC

    2electing, evaluating and terminating Aif necessaryB the chief eecutive

    officerC

    3inking to the eternal community through a variety of stakeholdersC

    5eveloping and generating necessary resourcesC

    /nsuring appropriate management systemsC

    #ttending to board selfDmanagement through continuous evaluation and

    improvementC

    #dvocating on behalf of the organization and its mission.

    In order for a board to undertake this impressive array of epectations, a policy

    governance board understands that its policyDmaking role is at a strategic, not operational,

    level. Furthermore the board must develop and publish a comprehensive set of policies to

    ensure continuity. The written record of a boards policies serves to provide consistent

    direction for the organizations values and work as well as clear limitations to the chief

    eecutive officers authority.

    The inventory of roles noted above are at times an overwhelming challenge. 7oard

    members as volunteers generally have limited time for and understanding of theorganization, are diverse in their skills and perspectives, and are continually coming and

    going. They often struggle to fulfill their roles. +hief eecutive officers wonder if this

    concept of governance is practical as they invest much of their time in helping their

    boards carry out their responsibilities.

    'any sectors and disciplines are reDdefining themselves. 7oards face a similar challenge.

    Fortunately, the nonprofit sector has been known for its ability to innovate.

    This paper eplores the evolution in governance models, structure and function. It

    highlights the tension between theory and practice. The paper also suggests variousstructural vehicles to support governance.

    Ruth Armstrong, VISION Management Serv!es #

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    MO!&+ O/ GO&R%A%#&

    # framework of four models of governance Asee Figure %B was developed by the

    (overnance "orking (roup%

    charged with recommending a model of governance to fit anewly created multiDstakeholder network organization.

    The groups eploration of the literature and their own breadth of eperience in the

    nonprofit field support the assumption that there is no one best way of designing

    governance. Indeed a hybrid approach A#rmstrong, %00B offers the fleibility and

    adaptability needed in todays turbulent environment.

    The four governance models presented below are positioned along two dimensions

    outlining key features in our nonprofit organizations. @ne dimension identifies stability

    and innovation as an orientation. This orientation is often dependent on an organizationslife cycle stage, culture and environment.

    The second dimension accounts for the unitary or pluralistic reality of a single

    organization in contrast to an organization comprised of a network of stakeholders and!or

    organizations.

    /ach of these models is described in more detail below.

    Fiure !: Four "odels of Non#ro$t Governance

    Unitary Vision

    Stability

    Polic%Governance"odel

    Cor#orate"odel

    Innovation

    Constituenc%"odel

    E&erentCellular

    "odel

    Pluralistic Vision

    % Governance $or%in& Grou' Co(Authors:Ruth Armstrong, Vision Management ServicesPat Bradshaw, York UniversityBryan Hayday, InnovActioni! Rykert, Bui"ding #$$ective #"ectronic Strategies

    Ruth Armstrong, VISION Management Serv!es )

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    1. oli$ Go"rnan$ Mol

    The $olicy (overnance 'odel clearly distinguishes between the leadership roles

    of board and chief eecutive officer A+/@B. The board role is one of stewardship

    on behalf of its communities. In order to fulfil this role, the board focuses on thevision, mission, values and strategic priorities of the organization, ensures a

    responsiveness to community stakeholders and empowers staff to carry out the

    mission within established limitations. The +/@ provides operational leadership

    in managing the organization in fulfilling its mission. The board monitors and

    evaluates +/@ performance according to its policies.

    The board governs the organization by articulating and documenting broad policies

    in four areas:

    %. /nds E The focus is on outcomes and results rather than on means Aa staffresponsibilityB. /nds include the organizations vision, mission, values and

    strategic ob

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    officer. contd...

    Ruth Armstrong, VISION Management Serv!es +

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    The board engages in systems activities by scanning the

    environment, becoming familiar with Gbig pictureH issues as well as

    ma

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    specific constituents.

    contd...

    Ruth Armstrong, VISION Management Serv!es -

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    This model features centralized decisionDmaking with decentralized input. The

    time consuming quality of full consultation on ma

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    The vision often loses focus and commitment by the board as board

    members turn over and other constituency interests come in.

    +onflict which is a natural and common feature of a multiDinterestgroup does not always get resolved and can damage board

    relationships.

    "ith representative interests and positions, there is a tendency to

    pursue selfDpreservation rather than shared interests which slows

    down any change to the status quo.

    The model generally requires some form of memorandum of

    understanding that must be renewed regularly to keep it in force.

    3. #ororat Mol

    The +orporate 'odel is often referred to as the business model of governance.

    "ithin this framework, there is a particular emphasis on efficiency and

    effectiveness measures which focus the organization to achieve a maimum return

    on its investments. In this model, there is an eplicit recognition of stakeholders

    selfDinterest. 9ewards are clear and there is a dominant culture which epects the

    survival of the fittest.

    The +orporate 'odel maintains a constant market orientation to find opportunities

    and competitive advantage. 'ore often than not, longDterm corporate plans aredriven by an annual focus which emphasizes a short time horizon and a relative

    immediacy of return, versus a longerDterm perspective and vision. Innovation is

    recognized as an opportunity to leverage proprietary gains. 'arket share and

    niche dominance are highly valued.

    Investors in the organization are proportionately represented in its governance

    through a shareholder structure which elects the board of directors. The chair of

    the board of directors often acts as the chief eecutive officer of the organization,

    and it is common to find the board working at the levels of ends, means and

    limitations policies as a focus for the work of the board and its subsequentdirection to the organization.

    The positive features of this model when it is working effectively are:

    $articipants efforts are clearly focused on the business of the

    organization.

    contd...

    Ruth Armstrong, VISION Management Serv!es !/

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    The organizational culture eplicitly emphasizes efficient and

    effective work processes.

    There is a widespread sensitivity to any businessDrelated changes inthe marketplace.

    3eadership and resources are allocated to recognize and readily

    adopt best practices.

    The down sides of this model, particularly for nonprofit organizations, are:

    # disproportionate focus on bottomDline returns to one organizationdoes not ensure focused attention on common marketplace interestsor changing social conditions.

    The consideration and quality of interDorganizational partnerships are

    measured by returns to specific investors and not to the collectivebenefit generated for consumers.

    7roadDbased societal needs are often discounted. 2ystemic social and community changes do not lend themselves to

    short time horizons for organizational business plans. There is no particular incentive for innovation on behalf of public

    gain.

    4. &mrgnt #llular Mol

    The /mergent +ellular 'odel is characterized by continuous, efficient innovation.This model is evolving from the network form which allows for fleibility andresponsiveness to information, but does not eplicitly support adaptions inorganizational form to support the creation and sharing of knowledge resultingfrom new information.

    +ellular organizations are made up of cells AselfDmanaging terms, autonomousbusiness unitsB that can operate alone and can also interact with other cells toproduce a more potent and competent business mechanism. It is this combinationof independence and interdependence that allows the cellular organizational form

    to generate and share the knowDhow that produces continuous innovation Afrom'iles, et al, %006B. >nderstanding chaordic organizations and selfDorganizationprovide more information on key characteristics of this new model.

    contd...

    Ruth Armstrong, VISION Management Serv!es !!

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    The positive features of this model when it is working effectively are:

    In an increasingly knowledgeDbased economy, the organizationalform itself seeks to be knowledge and relationship based.

    @rganizational structures are highly adaptable to the work whichneeds to be performed and supportive of innovation.

    # minimal amount of structure is required as a condition of enablingproductive work.

    7y nature, this model is organic, adapting to the compleity andunpredictability of its environment as needed.

    /ntrepreneurial energy and activity, both internal to and eternal tothe organization, are each nurtured in this environment.

    Interdependent relationships and selfDorganizing practices are each

    enabled and supported. $luralistic visions are both possible and sustainable.

    The down sides of this model are:

    The relative newness of this emergent model means that there is nosignificant literature regarding its effectiveness.

    The model is based on some naive assumptions about human natureand the capacity for changeability and negotiated roles.

    2ignificant negotiation may be required to address differences inrelative power among the participants.

    The presence of multiple organizational foci may be problematic forthose who require specific and predictable parameters over time.

    #ccountability and resource allocation is distributed, therefore notreadily predictable.

    +ertain people may be ecluded from full participation in thisorganizational model because of the dynamics and epectations ofparticipation.

    Ruth Armstrong, VISION Management Serv!es !"

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    T&%O% B&T*&&% T5&OR A%! RA#T#&

    ;ave we set the bar so high in our epectations of board function that we invite failure

    +an we insist on high standards of accountability without prescribing a specific set ofroles and structures

    There is no best way to structure a board or organization. The predominant notion that

    certain governance functions must be performed may suggest that it matters less who

    performs them. The fulfilment of these functions may be negotiated between board and

    staff A;arris, %00-B and may shift over time with new boards and management. This

    negotiated approach is fleible and takes advantage of changing skills and people.

    #ccountability has now become an epectation by government public, clients, funders

    and other stakeholders. #ccountability can be described as a standard which fulfills threecore elements A1earns, %00B:

    #nswerability J to a higher authority Agovernment, the law, the publicBC

    9esponsibility J to implement and measureC

    9esponsiveness J to collect feedback and correct accordingly.

    #lthough the board may be charged with holding the +/@ and organization accountable,

    who holds the board accountable +urrent accountability vehicles are underdeveloped.

    @rganizations are attempting to establish total quality management protocols, evaluationand information systems and feedback relationships with stakeholders.

    # variety of approaches might be considered in strengthening a boards ability to hold

    itself accountable.

    The independent audit team J providing an auditing function for boards and

    organizations Aevaluates the +/@, audits servicesBC

    2elfDregulating bodies Aumbrella associations providing accreditation to

    boardsBC

    (overnment Amonitoring board functions through the @ffice of the $ublicTrusteeBC

    /stablishment of citizen boards to hold organizations accountable Athe

    ?ational Trust 'odel in 7ritain is an eampleB.

    Ruth Armstrong, VISION Management Serv!es !#

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    Following the accountability path, si key factors are considered in a boards success or

    failure A3eighton!Thain, %00B. The tension between theory and practices continues to be

    evident.

    ) u$$ss/ailur /a$tors (Leighton/Thain)

    %. 3eadership J independent from management which requires vision and

    commitment.

    &. 3egitimacy and $ower J active support of stakeholders and the recognition of legal

    and moral authority.

    -. 4ob 5efinition J purpose, functions and tasks.

    ). +ulture J shared beliefs and norms.

    *. +ompetence J knowledge, skills, attitudes.

    . 'anagement of 7oard $rocess J planning and implementation of functions andprocesses for board effectiveness.

    1. +arshi

    The importance of a strong board leader cannot be overemphasized. There are

    eceptional board chairs who have vision and commitment and lead the board team in

    fulfilling its governance functions. These leaders share leadership and work in a

    productive partnership with the +/@. Interpersonal skills are well developed.

    In other boards, the board chair is sometimes weak with poor meeting management skills.

    This situation often invites the +/@ to step into the breach and drive the boards agenda

    and work. 2ome boards have difficulty attracting and maintaining competent leaders for a

    variety of reasons Apoor board functioning, low organizational profile, poor leadership at

    board and!or +/@ levelB.

    2. +gitima$ an o8r

    7road based support of stakeholders is pursued more vigorously by some organizations

    than others. 5epending on the values and mission of the organization, the board may be

    very inclusive in its board election processes Ai.e. inviting nominations from a broad based

    membershipB, open in its communications, and etensive in its consultation before

    adopting any new policies. +onstituency and /mergent +ellular 'odels of (overnance

    Asee aboveB are likely to pursue a strategy of broad based stakeholder support to ensure

    legitimacy and power.

    contd...

    Ruth Armstrong, VISION Management Serv!es !)

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    This strategic direction has its tensions. These tensions are outlined as paradoes that

    have been successfully addressed by a number of constituency based organizations Aoften

    called associationsB.

    Paradox: owners and cstomers

    The members of a golf club who were generally older and retired were against

    making a capital investment to improve their club facilities for families. A capital

    investment would translate into higher membership fees. The board on the other

    hand knew that as current membership numbers dwindled, the club would need to

    attract and retain an incoming group of club members who had young families.

    'embers of an association are both the owners of the association and its customers. #s

    owners they govern the organization through the board and participate directly in policy

    development and planning. #s customers, members are most concerned with quality and

    value of services. This KdoubleDvisionK often creates conflict between the boards long term

    perspective and a members immediate concerns.

    Paradox: centra!i"ed decision#ma$ing and decentra!i"ed in%t

    A national health association with a provincial and local branch structure haslost its ability to make decisions quickly in response to a fast paced environment.

    The board has a cumbersome consultation process to ensure fairness and equity

    in decision-making. All levels of the organiation have opportunities to review

    and modify any policies and ma!or decisions. "nfortunately, this decision-making

    process takes at least two months to be completed.

    The board and its chief eecutive officer A+/@B undertake responsibilities on behalf of the

    membership. It is a wise board who is in touch with, and responsive to, its members as it

    makes policy decisions. Theoretically, this makes senseC practically, an association with

    different constituents struggles to convert diversity into collective vision and quick action.

    contd...

    Ruth Armstrong, VISION Management Serv!es !*

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    Paradox: se!interest and co!!ective interest

    An association is lobbying government to centralie the allocation of contractsand resources within the association to its members. #t finds itself at odds with its

    larger member organiations who have been relating to government without the

    association$s help. These larger organiations stand to lose their autonomy, power

    and ability to negotiate directly with the government. %maller organiations,

    however, need the strength of the association to improve their situation.

    'ost members

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    overnance es%onses

    #ssociations continue to address these paradoes and challenges in a variety of ways.Five responses have become successful strategies for several associations recently

    interviewed.

    *) +!arit'

    #ssociations with written policies describing the different roles of board, members and

    staff have reduced confusion in the areas of power and accountability. There is not one

    KcorrectK description. #n effective process of clearly differentiating roles starts with role

    negotiating and articulating the roles and is followed by written policies. $olicies outlining

    board recruitment, nominations and elections are particularly sensitive areas requiring

    clarification.

    ) +ommnication

    +ommunication represents a critical lifeline in the health of an association. The increasing

    demands and epectations of members to receive timely, complete and accurate

    information become a tremendous challenge. #ssociation boards and staff who are

    attentive to improving communication among board, staff and constituents!members have

    benefited by creating a connected membership.

    +) +ommitment and +onnection@wnership and involvement of board and members can be encouraged in a variety of

    ways. #ctive committees, pro

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    .) +ontracts and *greements

    7ecause of the pluralistic nature of associations and the diversity of interests, some boards

    have found it useful to sign letters of agreement between the board and its constituencyrepresentatives. The contracts clarify conflict of interest, financial contributions,

    accountability and information echange. #greements often describe: how the board

    director will be accountable to the association and his or her constituents, how he or she

    will keep members apprised of important information, the nature or amount of

    contributions the director or the constituency will make, how conflicts will be resolved,

    and the commitment to the mission!direction of the association. #s board directors

    change, an associations vision can become diffused because of multiple interests carried by

    a changing broad based membership. +ontracts serve to stabilize the organizations vision

    and processes as it moves forward.

    +ritical factors for success in constituency based and emergent cellular organizations

    include a combination of selfDanalysis and creative response. 7oards need to understand

    their unique characteristics, paradoes and tensions. @nly then can they design a

    governance model to address their realities. Innovative organizational forms and

    governance models are finding fertile ground.

    3. o: !;inition

    7oard members often cite lack of clarity in role and responsibilities as a barrier in their

    ability to fulfill their governance function. This deficit can be addressed by ensuring that

    the boards

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    # newly created organization in 2tage I focuses on building its foundation: creating

    operational systems, policies Aat all levelsB and procedures. These activities take much

    board and staff energy, and are antithetical to the $olicy (overnance 'odels separation ofmeans AstaffB and ends AboardB. @nce the foundation is laid the organization can focus on

    its strategic agenda in 2tage II. The board attends to its vision and mission by allocating

    resources strategically. #t this second stage, the board can remove itself from the

    operational foundation building and function like a policy governance board.

    @nce the organization reaches 2tage III and has eperienced progress towards its strategic

    agenda, it can begin to form eternal alliances and transcend its organizational boundaries

    to influence the system. #t this third stage, boards fit the $olicy (overnance 'odel in

    developing boardDtoDboard linkages.

    #t 2tage IL, boards should be eploring innovative organizational forms to assist the

    organization in adapting to unpredictable challenges. #t this fourth stage, the $olicy

    (overnance 'odel provides more of a trap than a springboard into the future. The

    /mergent +ellular 'odel offers a more robust structure and approach.

    The $olicy (overnance 'odel encourages boards to enshrine processes and structures in

    its policies. #lthough policies can be changed by boards, many boards and +/@s use

    these policies as a stabilizing mechanism. This is helpful for 2tages II and III of an

    organizations life cycle but does not facilitate 2tages I and IL.

    # one size model or one best structure does not fit organizations at all stages of

    development.

    4. #ultur

    The culture of a board has a powerful impact on success or failure. +ulture as a system of

    shared beliefs and norms is generally not eplicit and so is difficult to change. 2omeboards on the other hand have not only articulated their beliefs and values but are

    etremely committed to actualizing their values and principles.

    These committed boards guide their organizations from a strong value base and measure

    all actions against stated principles.

    contd...

    Ruth Armstrong, VISION Management Serv!es !.

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    7oards that are conflicted internally and polarized in their values struggle to overcome this

    dysfunctional state. 'any resources Atime, money, effort, peopleB are often consumed in

    correcting a dysfunctional culture. #t times little progress is evident until a critical mass ofboard members and!or management turns over.

    (. #omtn$

    The knowledge, skills and attitudes of board members contribute to a boards competence.

    7oards generally try to attract competence as well as build it. In some sectors like mental

    health where there is a strong consumer movement, boards take on the responsibility of

    educating board members. This responsibility ensures that marginalized consumers canparticipate in the governing function of their organization. The board identifies one of

    their functions as education and capacityDbuilding.

    +arver A%008B says Kboard difficulties are not a problem of people, but of processK. ;is

    policy governance model features a wellDdesigned system and ignores human nature.

    5espite wellDcrafted policies, clear role separation and a focus on ends, board

    competence can be made or destroyed by individuals and their behaviours, skills,

    motivations.

    6. Managmnt o; Boar ro$ss

    The planning, implementation and evaluation of board process is a board responsibility.

    2ome boards are able to carry out these functions successfully. This ability is most closely

    connected to the leadership, competence and

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    TR#TR&

    7oard members are often concerned with their committee structures, information needs, agendasand meetings. These structures should support the governance model and specific functions ofthe board. #lthough straightforward in the notion that structure follows strategy and formfollows function, appropriate implementation is sometimes elusive.

    #ommitts

    The current trend in the boardroom is to reduce the number of committees needed to assist theboard in fulfilling its governance functions. The $olicy (overnance 'odel relies more on thework of the board as a committee of the whole.

    2ome boards have eliminated all their committees only to find that the board is less productive

    and finds it difficult to do all its work within a two to three hour time frame. The reduction ofcommittees has also had an impact on keeping board members active and connected to theorganization and staff.

    7oards are eperimenting successfully with ad hoc committees and task forces. These fleiblestructures allow board members to commit to shorter term time frames in relation to theirinterests, availability and skills. 7oard members also recognize accomplishment more easily whenthe task is defined and delegated by the board. The boards responsibility in creating task forcesincludes the articulation of outcomes, terms of reference, composition and reporting requirements.

    "ithin the +onstituency and /mergent +ellular 'odels, selfDmanaging units and other cell type

    structures are more effective in encouraging innovation and evolution. +ommittees as we knowthem do not operate with the fleibility and autonomy epected of a cellDlike structure.

    n;ormation

    The volume of information is overwhelming. The effect of too much unsorted information has thesame impact as too little information. +/@s try to second guess their boards information needsand respond accordingly. The results: board members are often dissatisfied with the timeliness,form and volume of information. 7oards are beginning to think about and articulate theirinformation needs J a task that proves to be more difficult than it seems.

    contd...

    Ruth Armstrong, VISION Management Serv!es "!

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    /perimentation is a useful way to approach getting it nfortunately, a drawback toeperimentation is the increased +/@ and staff workload necessary to respond to shiftingreporting requirements.

    The balance between the information the board needs to do its

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    ...contd

    'atching agenda items to the boards

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    #O%#+O%

    The subject of board governance as a eld of study is relatively new.

    Although as a society we have exerienced boards for over a century!

    the acade"ic co""unity began studying boards only twenty years

    ago.

    #ecently $%&&'(! )ohn *arver! an A"erican consultant and author! has

    had a tre"endous i"act on the non+rot and voluntary sector in

    ,ntario and *anada. *arver in his boo- "Boards that Make a

    Diference"! has been able to articulate clearly the distinct roles and

    resonsibilities of board "e"bers and sta of non+rot organi/ations.

    Aside fro" *arver0s "ar-eting abilities! his Policy 1overnance 2odel

    has been a ti"ely resonse to the increased ublic de"ands foraccountability and the decreased availability of funds.

    ,rgani/ations in *anada have been exeri"enting with the Policy

    1overnance 2odel as described by *arver over the last eight years.

    Acade"ics! consultants! board "e"bers and chief executive o3cers

    have begun to assess this and other "odels of governance.

    So the evolution of board structure and function continues. This aer

    outlines a fra"ewor- of four "odels which serve4

    To e"hasi/e that there is no one best way to govern an

    organi/ation. A board0s structure and way of oerating "ust

    t with the organi/ation0s history! culture! "aturity! si/e!

    external and internal ressures! strategic goals and life cycle

    stage.

    To introduce and analy/e four "odels of governance so that

    boards can choose the uni5ue co"bination of features that

    can serve the" best. In essence! this "eans creating a

    hybrid "odel of governance tailored to the individual

    organi/ation.

    The hybrid governance "odel will be heartier for having been

    develoed within its own uni5ue set of circu"stances.

    6here to fro" here7 6e "ust evaluate the eectiveness of our

    governance functions and rocesses. 6hat wor-s and why7 6e "ust

    Ruth Armstrong, VISION Management Serv!es ")

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    share our "ade+in+*anada versions through writing! resenting and

    research.

    Ruth Armstrong, VISION Management Serv!es "*

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    NONPROFITGOVERNANCE:The Next Generation evolution of structure and function

    REFERENCE'

    Ar"strong! #. 8oes the *arver Policy 1overnance 2odel #eally 6or-7

    9ront : *entre! *anadian *entre for Philanthroy! 2ay %&&;.

    Ar"strong! #. Association 1overnance4 A Study in Paradoxes

    Association Vol. %< =o. >! )une+)uly %&&;.

    Ar"strong! #. ?ybrids are heartier4 @xloring four "odels of board

    governance

    "orking $aper, Lision 'anagement 2ervices, %00.

    7radshaw, $., 2toops, 7., ;ayday, 7., #rmstrong, 9., 9ykert, 3. ?onprofit (overnance

    'odels: $roblems and $rospects

    #9?@L# +onference J $aper for $resentation, 2eattle, ?ovember %00.

    +arver, 4. 7oards that 'ake a 5ifference

    2an Francisco: 4osseyD7ass, %008.

    ;arris, '. The $ower and #uthority of (overning 7odies

    /ngland: "orking $aper %-, %00-.

    1earns, 1. 'anaging for #ccountability

    2an Francisco: 4osseyD7ass, %00.

    3eighton, 5., Thain, 5. 'aking 7oards "ork'c(rawD;ill 9yerson 3imited, %006.

    'iles, 9., 2now, +., 'athews, 4., 'iles, (., +oleman, 4r., ;. @rganizing in the

    1nowledge #ge: #nticipating the cellular form

    #cademy of 'anagement /ecutive, Lol. %% ?o. ), %006.