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GENERAL GOVERNANCE QUESTIONS

1. What is the "best" type of governance structure to adopt for my organisation?
2. How do we attract new volunteer leaders to our Board?
3. Is there a Board agenda template, or guiding principles, that should always be used for Board meetings?
4. How often should a Board of Directors meet annually?
5. How does a Board distinguish between Board and Staff responsibilities within an organisation?
6. How does a Board best deal with Conflict of Interest concerns?
7. What measures can be used to assess Board "effectiveness"?
8. How does a Board deal with poor performing Board members (volunteers)?

MEETING MANAGEMENT AND FACILITATION QUESTIONS

1. How can a Board member who is facilitating a meeting, also have meaningful input to the discussions?
2. How does an extrovert plan a meeting for introverts and/or a meeting with both introverts and extroverts?
3. Are there typical time allocations for effective meetings?
4. Can you suggest a particular or preferred meeting process to use while conducting a strategic planning session with your Board?

5. Are there things to keep in mind when planning a conference agenda?

6. When using some of the meeting facilitation methods (ex. Interview, World Cafe etc) I find that the recorder doesn't fully capture the ideas presented so this information gets lost. How can you ensure that you are getting the full story? How can you have checks and balances for the info gathered?

7. What can you do if a meeting participant is constantly on their cell phone, blackberry?

8. How can we appropriately integrate "observers" into a Board meeting?

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GENERAL GOVERNANCE QUESTIONS

What is the "best" type of governance structure to adopt for my organisation?

There is no one best type of governance structure. While there are many different governance models, the one that is going to work best for you depends on a range of factors: what type of organization you are, your size, your history, your culture, your resources, your capacity... Small organizations with simple mandates and modest budgets can probably operate effectively as 'administrative boards' meaning that board members perform all functions: governance, management and operations. At the other end of the spectrum, a large organization with a more complex mandate and significant budgets is probably better positioned to operate with a policy board, relying upon staff to perform management and operations. The governance structure that will work for you also depends on your history and organizational culture. If things have been done a certain way for a long time, it may be hard to move off that model. Lastly, personalities and leadership qualities also make a difference.

Rachel Corbett
Centre for Sport & Law

 

Each governance structure has its strengths and limitations - there is not one "best" structure to aspire to, but there are some structures that can be a "best fit" for your organisation over others. It is always good for your Board and membership to review your governance structure to ensure that it remains "fit for purpose" as the organisation evolves. Governance "culture" (a commitment to a strong governance ethos throughout the organisation) is as important (or moreso) than governance structure itself.

Ian Moss
Canadian Olympic Committee

How do we attract new volunteer leaders to our Board?

The best way to attract new volunteers is through your current volunteers. Provide volunteers the flexibility to involve colleagues and friends in their work. Individuals who they feel their volunteer contribution is valued and appreciated will frequently encourage others to become involved.

Many recently retired professionals are looking for ways to use their skills and unemployed individuals are looking for ways to enhance their skills and resumes. These individuals may be registered with volunteer bureaus that can be found in many communities.

Students provide another source of volunteers. Speak with high school teachers in schools where a minimum number of volunteer hours are required to complete course credits and college and university professors re potential tasks that might be assigned to students as projects or research.

Other non-traditional places to look for volunteers are in your sports fan base; and local corporations - it is often easier to contribute human resources than financial resources.

Joan Duncan
JDI Consulting

 

Board recruitment and succession planning is a critical component of all effective Boards. You want to make your Board and organisation an enticing option for new leaders to consider - this is reflected in professional Board operations such as:

• Clear Board job descriptions
• Clear guidelines (regulations) on Board responsibility and operation
• Maintenance of consistent and detailed Board minutes
• Promotion of a culture of collective professional development and empowerment.

To manage the process of attracting new leadership to your Board:

• Formalise a Board nominating committee - year round work to promote, recruit and screen potential candidates for Board posts
• Create a list of characteristics and skill sets that your organisation looks for in potential Board candidates
• Use contacts within and external to the organisation to help recruit quality candidates
• Use testimonials and references from past Board members where possible

Ian Moss
Canadian Olympic Committee

 

Is there a Board agenda template, or guiding principles, that should always be used for Board meetings?

It is a good idea to have a template that is generally followed for Board agendas as it helps Board members in their meeting preparation. The best template will vary from one sport organisation to another but should consider including the following:

• A standard agenda item on declaration of Conflicts of interest at beginning of meeting
• Organise items under key objectives/strategic directions from the organisations strategic plan
• Deal with items of decision/approval before items for information
• Include an item on Confidentiality/Messaging at the end of each agenda
• Agendas will sufficient background information to enable Board members to prepare to make well informed decisions should be circulated well in advance of the meeting (number of days to be agreed by Board)

Joan Duncan
JDI Consulting

Board meetings certainly need to deal with the formal business of the association - how much detail and scope of discussion required at each meeting depends on the frequency (and time available) of meetings and the responsibilities invested in the Board (oversight versus operational). A Board agenda template is available on the SIRC Governance Portal - use this as a guiding document only (with allowance for customising an agenda based upon individual Board needs). Not only is it important to formalise Board agenda's, but it is equally important to commit to proper recording of Board minutes, actions and discussion - the agenda and subsequent minutes are the official records for the association, so make sure that a formal process is put in place to ensure that these functions are carried out effectively by the President/Chair and supporting volunteer or senior staff.

The Association's Strategic Plan needs to be seen as the "guiding principles" for Board meetings. Some President/Chairs "embed" the key Strategic Plan programming priorities within each Board agenda, while others ensure that there is a section of the Board meeting dedicated to Strategic Plan review/updates (this might be in the form of staff updates as an example). In either instance, the Strategic Plan needs to be germaine to all Board meetings - otherwise, the Plan ceases to be a "living document" for the organisation.

Ian Moss
Canadian Olympic Committee

How often should a Board of Directors meet annually?
This varies greatly based on the type of Board governance model. The number and frequency of Board meetings should be guided by the decisions that the Board needs to make and where appropriate within a timeline that facilitates management's ability to efficiently and effectively implement those decisions. Many organisations establish key meeting dates a year in advance in order to provide operational committees and staff guidelines for submission of recommendations and to respect Board members need to plan their volunteer commitments. These can be supplemented by if needed dates. Board meetings that make use internet based tools such as Web Conferencing and Skype are cost and time effective approaches that should be investigated by all sport organisations.

Joan Duncan
JDI Consulting

Effective governance is a reflection of the priority placed on governance activities within an organisation. Since the Board is the "governing body" within the organisation, Board meetings must be a programming priority if an organisation expects to be well governed. As a minimum, Board's should meet face to face at least once per year outside the AGM environment, but with a commitment to conduct Board business by conference call at least on a quarterly basis. Some best practices for national sport organisations see face to face Board meetings quarterly, with monthly conference call meetings in between. Each organisation needs to determine what is feasible within their fiscal and time restraints, with an understanding that the membership will ultimately determine the effectiveness of the organisation's governance at the AGM.

Ian Moss
Canadian Olympic Committee

How does a Board distinguish between Board and Staff responsibilities within an organisation?

This will depend on the governance model that the organisation has chosen. What is critically important is that there are well documented Terms of Reference for the Board and committees and job descriptions for individual volunteer and staff positions. The Terms of Reference and Job descriptions should clearly identify responsibilities, reporting relationships and decisions that the body or individual has the authority to make.

Joan Duncan
JDI Consulting

First and foremost, understand that the Board of Directors have ultimate legal responsibility for association affairs - the question needs to be focused instead on a determination of the level of operational management that is divested to staff, and the process of Board oversight of operations.

As a Board, be very clear in articulating staff responsibilities, limitations, behavioural standards and reporting procedures - there are numerous "best practice" examples available to review.

An organisation can never clearly delineate Board/staff responsibilities in all areas of association operations, so ensure that the Board has a mechanism in place to determine a "go forward" position in "grey" areas of operational distinction. In doing so, make sure that such decisions are recorded for future clarity and reference.

Ian Moss
Canadian Olympic Committee

How does a Board best deal with Conflict of Interest concerns?

Every sport organisation should have a Board approved Conflict of Interest policy that is well communicated and understood by all volunteers and staff. The policy should outline what constitutes a conflict of interest and how conflicts of interest are to be managed within the organisation. It is good practice to have volunteers and staff sign conflict of interest statements annually and to have a standard agenda item of all meetings (Board, Committees, staff) where conflicts of interest are declared.

Joan Duncan
JDI Consulting

 

The best thing is to be aware. Conflict of interest is a serious problem in the governance of sport organizations, because the sport community is relatively small. Sport people are also 'do-ers', passionate people who like to be involved and it is not uncommon for a typical sport volunteer to be involved in many different organizations at the same time. This is what creates the problem. When a person is a director on a board, he or she has an important legal duty to put the interests of that organization first, ahead of any other interests. Often, people who are board of directors of more than one organization, may find that their loyalties are divided. For example, a president of a swim club who is also on the board of a provincial body while also being the chair of a national committee, may find that they cannot fufill their duty of loyalty all the time. To address this issue, sport organizations need to understand and be aware of the potential for conflict, they need to have a clear policy that governs situations of conflict of interest (and a willingness to enforce such a policy), and they need to be open and transparent in how they report and manage the conflict. Some organizations avoid the problem entirely by requiring, as a matter of policy or bylaws, that directors cannot have competing interests in other organizations.

Rachel Corbett
Centre for Sport & Law

 

Every Board needs to ensure that it has clear Conflict of Interest regulations, and that these regulations are reviewed for consistency and "fit" on a regular basis. Primarily, Boards should:

• Ensure that Conflict of Interest policies are formalised and implemented at the Board and Committee level annually - this includes the "signing" of a statement by Board members indicating their knowledge of and commitment to the policy
• Ensure that a Conflict of Interest policy does differentiate between "direct" and "indirect" conflict potential, and outlines a process in which a Board member can function when confronted with a conflict
• Ensure that the President/Chair and senior staff person are particularly well versed in the policy and the implementation process (including professional development opportunities if needed)
• Ensure that the policy is applied consistently throughout the association, including at the staff operational level where appropriate.
• Ensure that, in circumstances that require such, the association's appeal policy is well equipped to deal with situations that may arise from the implementation of the Conflict of Interest policy.

Ian Moss
Canadian Olympic Committee

 

What measures can be used to assess Board "effectiveness"?

The ultimate "measure" is membership approval of Board annual activities at the association's AGM. Some associations take this process very seriously, while others just request formal membership approval of Board activities through a motion at the AGM. In either case, there is value to creating a mechanism to assess Board effectiveness, whether this mechanism is used internally within the Board (to stay on task), or shared widely within the association.

There are numerous "best practice" tools that can be accessed to develop a template to measure Board effectiveness.

Tools are often best if they also include an element of professional development for the Board as a whole - while it is important for the Board to remain focused on their priorities and responsibilities, it is also important for them to have mechanisms that encourage positive thought and input into Board behaviour and method that can ultimately improve effectiveness.
In all instances, using the association's Strategic Plan objectives as a central component of measuring Board effectiveness is important in keeping the association "on task" and grounded in its intent.

Ian Moss
Canadian Olympic Committee

How does a Board deal with poor performing Board members (volunteers)?

Boards should first ensure that Directors/volunteers have clearly documented expectations of their role. These expectations are generally provided in Board Terms of Reference and/or a Job Description and Board Operating principles. If the forgoing are not in place the first step to improving performance would be to develop these tools, ideally with input from those in the roles, including the non-performing individual.

Ideally sport organisations have a policy and/or procedure for how non-performing Directors/individuals will be managed. In this instance the approach is clear, have the courage to implement the process.

Where a policy does not exist, the Board/Committee Chair or individual to whom the volunteer reports should take the individual aside and ask what their understanding of their volunteer role is. This should open the door for a discussion on expectations, potential reasons for underperforming and the opportunity to come to agreement on the way forward. Based on the discussion the Chair can determine if they think it necessary to follow-up the discussion in writing. Such a situation should be a flag to the Board for the need to establish the previously mentioned documents.

Joan Duncan
JDI Consulting

There are many 'R's' of volunteerism - we recruit volunteers, retain them, retrain them, renew them, reward them, recognize them .... and sometime we retire them. Board members who do not perform are a drain on the entire organization. Collectively, every board should be open to assessing its performance and should do so on a regular basis. Individually, ever director should be informed of his or her fiduciary duties and of the importance of fulfilling them, for both legal and moral reasons. Many people end up on a board because they somehow wanted to make a contribution, but they never really thought through whether serving as a director was the best way to contribute. Imagine Canada says that only about 5 percent of all volunteers are suited to being directors. A board member performing poorly should be approached by the chair of the board for a discussion about his or her performance. If progress is not likely, then the director should be asked to step down and a replacement found. It is also helpful for organizations to have written job descriptions for directors, and to have directors sign an agreement to uphold their fiduciary duties and responsibilities. These policies and commitments make it much easier to deal with a director's poor performance.

Rachel Corbett
Centre for Sport & Law

First and foremost, all Board members need to be well prepared on roles and responsibilities of their Board position prior to running for the post - if this is not clearly articulated, on-going confusion and lack of clear understanding can certainly contribute significantly to the appearance of "poor performance" by a Board member. Likewise, the President/Chair and senior staff person need to ensure that there is a strong orientation for the volunteer Board member once they are elected to the Board.

Secondly, the Board itself needs to be clear on its scope of roles and responsibilities collectively - this needs to be a priority agenda item for all newly formed Boards annually. Part of this discussion should also be the manner in which the Board will collectively assess its effectiveness.

"Poor Performance" is somewhat subjective, but a Board must indicate what it perceives to be behaviours or attitudes that are not consistent with effective Board management - it is best to formalise this in a "guiding principles" document for Board members on an annual basis. Ideally, each Board member would sign off that they agree and will adhere to these "guiding principles" - by doing so, this gives the collective Board some power to deal with peers who are not adhering to the principles agreed to collectively.

The President/Chair need to be entrusted with the responsibility to deal with matters pertaining to Board member effectiveness, following the guidelines that have been instituted within the association. In the case where the President/Chair is the focus of concern, then there needs to be a mechanism whereby the Board collectively can deal with the matter.

Each instance or issue will require a customised solution - some are just friendly reminders to individuals of their responsibilities, others are more serious and could include removal of duties or even legal action. In all instances, the Board and association need to make sure that they have the appropriate formal policies in place to deal with such matters and, as importantly, show appropriate "due diligence" in their manner of dealing with the matter.

Ian Moss
Canadian Olympic Committee

MEETING MANAGEMENT AND FACILITATION QUESTIONS

How can a Board member who is facilitating a meeting, also have meaningful input to the discussions? (This happens often when Board members, who have facilitation skills, volunteer to lead the discussion.  But they also have value added contributions to the discussion as well.  Do they have to exclusively only fill the facilitator role?)

It is fine to switch between facilitator and participant during a meeting, as long as the group knows when this is occurring. During the specific agenda item, announce to the group, "I am removing my facilitation hat and giving it to Jane for this item so that I can be a participant in the discussion." Further, it would be helpful to plan for this switching of facilitators in the meeting preparation phase and identify and brief the person who will be the temporary facilitator.

How does an extrovert plan a meeting for introverts and/or a meeting with both introverts and extroverts?

During any meeting, there will be a combination of introverts and extroverts. During your meeting-planning phase, consider how you will engage both introverts and extroverts before and during the meeting. For example, for introverts, you should provide an advance package of material, allow for some self-reflection time in the session, and provide some unstructured down time. For extroverts, you should build in questions where you check in the group periodically, (e.g. Is this your experience, Are you with me?), build in some highly interactive methods (wandering flip charts, world cafe) and give them a chance to present to plenary.

Are there typical time allocations for effective meetings?

The time you spend in a meeting will vary according to the agenda items, the number of participants and the objectives of a meeting. If a meeting goes on too long, the participants may lose interest and you'll lose momentum. Conversely, if the meeting is too rushed, people may disengage because they don't have time to provide their ideas and discuss alternatives.

Can you suggest a particular or preferred meeting process to use while conducting a strategic planning session with your Board?

Whether it's a strategic planning meeting, or another type of meeting, use a combination of processes to engage your participants throughout the meeting. Overusing one process will feel stale at the end of a long day. Be creative when you are selecting processes and adapt the process to fit your meeting. Strategic plans are highly interactive, so they lend themselves to processes like the interview matrix, wandering flip charts and world cafe.

Are there things to keep in mind when planning a conference agenda?

Similar to regular meetings, ask yourself, "What's in it for the participant". Consider how you will engage the participant and what will make the session interesting and meaningful for them. What is the value-added of bringing people together that participants can't get from reading all the conference materials on-line?

When using some of the meeting facilitation methods (ex. Interview, World Cafe etc) I find that the recorder doesn't fully capture the ideas presented so this information gets lost. How can you ensure that you are getting the full story? How can you have checks and balances for the info gathered?

In the meeting-planning phase, consider how the information will get collected (e.g. computer, hand-written notes, post it notes, flip charts). As the recorder - clarify with the group what you have captured by reading back your notes. As the participant - ask the recorder to read back what s/he wrote to ensure it's reflective of your input.

What can you do if a meeting participant is constantly on their cell phone, blackberry?

This is a common occurrence at all meetings. Start with some upstream prevention at the beginning of a meeting to outline ground rules with the group. Discuss, what the group wants to handle the use of technology during their meeting time. Ideally, people will agree to mute their phones and respond to messages either during the break, or outside the meeting room. Some groups even go as far as to impose a "consequence" for not following the ground rule - $20 to charity may be a good incentive.

If during the course of your meeting, people are using their phones, as the facilitator, you should intervene. You can either move towards the person and with your physical presence the person may stop, if not, you can quietly request that s/he check messages outside the room.

It's important to remember, that even though responding to e-mails on a phone/black berry is quiet, the person on the black berry disengages from the meeting and can be disrupting to others. It is worth addressing this as soon as it occurs so that it doesn't drag on through the full meeting.

How can we appropriately integrate "observers" into a Board meeting?

Consider engaging your observers before the Board meeting, so that they have a thorough understanding of the content and the process for your meeting. Once you have a detailed meeting plan, discuss with the observer when exactly s/he would like to attend. (There may be places where your Board isn't comfortable having a 3rd party present, so raise this with the observer). Once you know specifically when the observer will attend, inform your Board.

Also, there may be an opportunity to share "high level outcomes" with the 3rd party during a break in the Board meeting - this will allow the 3rd party to be aware of discussions without physically being in the room.

Further, it may be worthwhile to invite the observer to your post-meeting dinner, so that s/he can meet all of the Board members in an informal setting.