Responsible Decision-Making

Youth-Led Initiatives and Governance:

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:

ICEBREAKER!Paper Trail

Take 2-3 minutes to write down questions you have about governance on the scrap in front of you Questions

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

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

Structuring our Governance Building a Model for You!!!

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:

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

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.....

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

What factors can/do/should determine the size, composition, tenure, voting....of your governing body?

Structuring our GovernanceThe Right People!

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?

What are you looking for in a Chair?

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

Functions of a Governing BodyThe Fiduciary Role

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

Honesty and integrity

Best interests of the organization

Duty cannot be delegated

No-conflict rule

Fiduciary Role: Duty of Loyalty

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

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

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

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

Functions of a Governing BodyRisk

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

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

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

Case Study!Read your case study and answer the attached questions

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

Functions of a Governing BodyCore Responsibilities

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

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

Approve structures, roles and functions

Assessment and evaluation of board, directors, ED, operations, and strategy: Define reporting requirements

Study reports and ASK QUESTIONS

Oversight

Resource allocation

Volunteers

Fundraising

Partnerships

Trustee and funder relationships

Community relationships

Resources

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

Understand and represent community and organization

Community consultation/relations

Outreach

Partnerships

Board renewal

Representation

Sustainability

Accountability

Representation

The Gist

Good Governance Processes

Decision Making

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

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

Where do elections fit into the recruitment process?

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

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

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

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

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

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

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

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 416-779-1076christa@foryouth.cahttp://foryouth.ca/community-engagement/1035-2/