Test the Effectiveness of Your Governance Documents

By: Heather Terrence

These days, non-profits have busy calendars filled not only with programs, services and events, but with countless board and committee meetings. It is good practice for boards and governance committees to step back, and to test the effectiveness of their governance policies. As a leader in your organization, ask yourself the following:

  • Do we have all the policies we need?
  • Do we need to tweak any policies?
  • Do we have any policies with poor wording that are unnecessarily formal and confusing and do not reflect current real practice?
  • Are there some policies that are an unnecessary burden we should eliminate?
  • Are the policies aligned with the strategic direction and objectives of the organization?
  • Are the roles and responsibilities of our leadership, board and committees clearly defined?
  • Do the policies have the right balance between reflecting best practices and being well-suited to the unique culture and environment of the organization?

While every leader may have different answers to the questions above, it is important that each organization have basic governance policies that are not covered in your non-profit’s by-laws. Some key policies that should form the basis of your governance and leadership manual:

  • Code of Ethics/Conduct: Acts as a guide for the ethical conduct of board members, outlines how to identify and address issues, and includes a process for dealing with unethical behaviour.
  • Conflict of Interest Policy: Outlines procedures for identifying and handling direct, indirect or perceived conflicts of interest.
  • Board Member Role Description: Defines a board member’s accountability, responsibility, authority, duties and qualifications.
  • Board Commitment to Serve Agreement: Communicates the expectations of board members including maintaining confidentiality, attending and preparing for meetings, and acting in accordance with by-laws, policies and principles.
  • Role Descriptions for Executive Positions: Outlines the responsibilities of executive positions such as Chair, Vice Chair, Past Chair, Secretary and Treasurer.
  • Non-Discrimination and Anti-Harassment Policy: Many organizations have this policy in place at a staff level, but it is important to extend this to your organization’s board.
  • Whistleblower Policy: Encourages board, staff and volunteers to bring forward information on illegal activities or violations to policies and provides a procedure for investigating and dealing with wrongdoings.
  • Terms of Reference for Committees: These address committee composition, scope, voting process, quorum and handling appointments and renewals. These also identify whether it is an operational or governance committee.
  • Board – Staff Responsibilities: Delineates the responsibilities between board and staff in areas such as operations, planning, programming, financial planning and oversight/direction of staff.

While it is important to have governance policies for board and committee members, don’t forget about your volunteers! They should also abide by and sign off on policies such as conflict of interest and code of ethics/conduct, so your organization is protected.

Here are other important governance documents to consider creating:

  • Annual Board Calendar: Keep track of your organization’s events such as board and committee meetings, board evaluations, orientations for new members, holidays and key organization and industry events.
  • Expense Guidelines: Organizations typically reimburse board members for authorized expenses associated with business and travel to meetings and events. It is good practice to outline what is covered along with the reimbursement procedure.
  • Meeting Courtesies & Rules of Order: Courtesies encourage board members to be respectful and attentive at in-person meetings by talking in turn, turning off phones and refraining from using email or internet. A separate set of courtesies can be created for conference calls, which will help to streamline discussions. Rules of order include guidelines on when to speak, the Chair’s handling of discussion, and how to pass motions.

Whether you are a small non-profit just getting started or a large well-oiled organization, remember – good governance is always a work in progress! This includes your organization’s governance documents, so don’t be overwhelmed with making improvements. Take the time to reflect and evaluate the effectiveness of your governance documents.

Heather Terrence is President of Pinpoint Governance Group and is a governance specialist and Certified Association Executive (CAE) with over 20 years of experience in non-profit organizations.