Getting the Right Board and Getting the Board

Getting the Right Board… and Getting the Board Right “Necessities & Unnecessary Distractions of NFP Governance” QAILS Conference 26 May 2015 John Peacock, General Manager, Associations Forum Disclaimer: This is practical advice based on our work with associations and charities. The contents of this presentation do not constitute legal advice, are not intended to be a substitute for legal advice and should not be relied upon as such. You should seek specialist advice in relation to any particular matters you or your organisation may have. © Associations Forum 2015

About Associations Forum 1. Commercial entity assisting associations in Australasia & Asia 2. 500 member organisations: professions, industries, charities 3. AF National Conference largest association event in Southern Hemisphere 4. Services similar to an association • Governance and constitution reviews • Policy and advocacy • Free member meetings and events • Networking and international connections • Member advice helpline • Journal, Enews, resources • Benchmarking surveys e. g. salaries, Boards, finances • Consulting and advice on boards, governance and planning © Associations Forum 2015

QAILS works towards the following objectives 1. To promote the development of community legal centres (GOOD BOARDS NEEDED) 2. To enhance communication and cooperation between community legal centres (LEARN ABOUT OTHER BOARDS & CONSTITUTIONS) 3. To secure and develop funding for community legal centres 4. To represent the interests and opinions of members. © Associations Forum 2015

Facilitator’s Career as a CEO and Volunteer Director 1. 20’s – Commerce degree, large corporates; Board of professional association 2. 30’s – Association manager and CEO of small association; Board of professional association and Chair of local community association 3. 40’s – Established Associations Forum: providing education and advice to associations 4. 50’s – Consolidation of Associations Forum and training of associations in Australasia and Asia © Associations Forum 2015

Terminology Governing Document Constitution, Rules, Memorandum and Articles of Association Governing Body Board, Trustees, Council, Committee, Management Committee Individuals on Governing Body Senior Staff Person Directors, Trustees, Councillors, Committee Member Chief Executive Officer (CEO) Executive Officer (EO) Executive Director (ED) © Associations Forum 2015

CLC Issues 1. Community Legal Centres are NFP associations but not ones that exist to serve members 2. Members may be a random group, presumably interested in access to justice 3. Is it good or bad Boards of Directors may be less emotionally connected to the cause of CLC’s than (EG) charity parents of a child living with an illness 4. Directors should play a role in raising funds 5. Your Board should not be a distraction for your CLC © Associations Forum 2015

What is corporate governance? 1. “Corporate governance is the system by which companies are directed and controlled 2. Boards of Directors are responsible for the governance of their companies 3. (Members) role in governance is to appoint the Directors and the Auditors and to satisfy themselves that an appropriate governance structure is in place. ” - Cadbury Report (UK) 1991 © Associations Forum 2015

Simplified flow Members elect Board (and CEO) develop Plan & Budget framework CEO populates Plan & Budgets and gets OK from Board © Associations Forum 2015 Plan & Budget achieved by CEO

Association’s key documents 1. Legislation – plus explanation of what it means to your association and people 2. Constitution – voted upon and changed by Members at General Meeting 3. By-Laws/Regulations (optional) – can be changed by the Board 4. Governance Charter – can be changed by the Board 5. Statements of Purpose – Mission cascades into Goals then Activities 6. Plan – stating what/who/when and presented in grid format 7. Budget – linked to Plan; drafted by CEO; approved by Board 8. List of Directors and Office Bearers – how long on Board and “day job” 9. Staff org chart – changed by CEO; will staff structure achieve Plan? 10. Minutes – Board meetings, committee meetings and General Meetings 11. Annual Report – records achievements, challenges; acknowledges efforts 12. Audited financial report – plus 5 years to 10 years financial history

Typical annual Board cycle • Election of Board • Induction & Governance Training 1 st Quarter 2 nd Quarter 4 th Quarter 3 rd Quarter • Budget • Planning © Associations Forum 2015

Associations Forum Board Survey 2008 2009 2010 2011 2012 2013 2014 Number Meetings Face to face 7. 0 6. 4 6. 3 5. 9 5. 6 Number Meetings Total 9. 4 8 8 7. 4 Average Board Size 11. 2 11. 6 9. 6 10. 0 11. 2 10. 1 9. 5 Ideal Board Size N/A 8. 0 8. 6 8. 4 8. 1 8. 4 © Associations Forum 2015 8. 5

Ways to attract new directors • Efficient structures that maximise the use of a director’s time • Clear expectations of level of commitment expected • Clear organisation Plan and Board practices • Good communication and reports that impress the candidate • Directors publicly acknowledged and thanked © Associations Forum 2015

The role of the Board • Responsible to the members who are the stakeholders (less so for CLCs) • Determines Mission and Purposes (Objects) • Develops strategic plan • Financial oversight and consider risk • Legal accountability • Assigns responsibilities e. g. committees © Associations Forum 2015

Getting the Right CLC Board • As members should appoint the Board and hence the Board is accountable to the members – get wise & aware members • Getting the right Board includes processes for recruitment, induction and effectiveness • Have 6 Directors = 3 people/year x 2 year term • Have a rule that the President can only stay for (say) 4 years • Have a culture that the Directors can only stay for up to 10 years – and if not contributing, sooner © Associations Forum 2015

Getting the CLC Board Right • A culture of mutual respect and openness that encourages constructive debate • Active debate from a Board with a range of experience, expertise, age and gender • Delegates management to staff • Experienced and effective chair who encourages debate and helps resolve differences • Efficient Board structure and processes including committees, Board papers and information flow © Associations Forum 2015

Board/staff relationship RESPONSIBILITY BOARD STAFF Governance Decides “what” Decides “how” Personnel Evaluates CEO Hires and manages staff Policy Sets policies Implements policies Legal and finance Ensures compliance and oversight, approves budget Develops budget, manages and reports Strategy Plans and monitors Plans, implements and reports Programmes Approves Develops, proposes and implements Representation Represents to other organisations Represents as delegated by Board © Associations Forum 2015

Things Boards must do 1. 2. 3. 4. 5. 6. 7. 8. Have good long-term Plans Have clear, informative agendas for Board meetings Be clear on decisions, especially if internal disagreement Have Minutes that explain and record decisions – but are not verbatim Work to improve Board performance and how it operates Keep all Directors involved in significant decisions – not have an “inner Board” and an “outer Board” Be well chaired by person with skills and respect Have governance training every year © Associations Forum 2015

Unnecessary Distractions 1. Few members or disinterested members 2. Overly interested members! 3. Disorganised governance processes 4. Not enough quality Board candidates 5. Board with the wrong motivations that interferes 6. Poor chair DISTRACTIONS BEYOND GOVERNANCE 1. Lack of money 2. Substandard management © Associations Forum 2015

Moving from “management” to “governance” 1. When sufficient and regular income, staff should be employed 2. Paying for administration is the first, easier step which needs to be managed by the Board 3. Hiring an association professional e. g. CEO who will manage is a harder step 4. When management level staff are employed, the Board culture has to change from management to governance 5. Directors need avoid overwork and burnout – their role is oversight and not to do everything 6. Associations must have association and governance training © Associations Forum 2015

How governance differs from management Number MEMBERS BOARD OF DIRECTORS CEO/MANAGEMENT Between 2 and 1, 000 8 members (including Chair) 1 CEO and various staff Why be Most members only join involved to receive services = inactive Actively volunteer up to Paid employee to 1 day per month (more implement Plan and if Chair) achieve Budget Role Clients & stakeholders Governance Management Money flow Members pay annual fees Directors usually not paid CEO and staff are paid Account- No. Members can join if able? they wish. Yes. Members vote on Yes. Board employs who will be on the Board CEO and can dismiss CEO © Associations Forum 2015

Boards must ensure Plans 1. Boards should focus on the Mission and strategic objectives 2. When an association employs management, Boards should allow management to achieve the Plan 3. When you know your Plan and Balance Sheet, a Budget can be developed 4. Association plans can be strategic plus operational 5. Strategy is balancing what is desirable and possible 6. Refer to plans at every Board meeting – Board monitors 7. Plans need ownership by Board and CEO - other volunteers and staff must see where they fit in to the Plan and Budget © Associations Forum 2015

Once Mission and Goals are decided, move to details in grid format GOAL ACTIVITY RESPONSIBLE TIMING NOTE PRIORITY 1 Educate 1. 1 Conference Event Mgr May ‘ 16 Meas B 1 1. 2 On line learning External Jul ‘ 16 2. 1 Newsletter Comms Mgr Qtrly Meas 2. 2 Website Comms Mgr Ongoing Meas 3. 1 Develop policies Board Dec ‘ 16 3. 2 Meet Minister President Jan ‘ 16 4. 1 Trade mission CEO Aug ‘ 16 2 Inform 3 Advocate 4 Expansion 5 Governance 4. 2 Economic analysis External Nov ‘ 16 5. 1 New database CEO Jul ‘ 16 5. 2 Review Constit’n Sub C’tee May ‘ 16 5. 3 Govern training CEO Jan ‘ 16 © Associations Forum 2015 A 3 B 2 A 2 Meas B 3 A 1

Board matters 1. 2. 3. 4. 5. 6. 7. Board agenda Board decisions Board minutes Office Bearers Chairing meetings Committees Finances and budgets © Associations Forum 2015

Improving Board performance 1. Boards should be committed to a process of Board and meeting effectiveness evaluation 2. The process should be established before a problem occurs 3. This process, often externally facilitated, occurs outside regular Board business 4. Director assessment is challenging in a voluntary environment, but can be tackled indirectly © Associations Forum 2015

Conclusion 1. CLCs are associations that are not there to help members, so consider who should be members 2. Members change the Constitution and vote for Board/Committee, so have Processes that get suitable candidates into the election 3. CLC constitutions could be improved 4. Once a Board in place with staff, plan and budget, Board should not micromanage and be vigilant 5. Best practice processes for Plans, agenda, minutes and so forth need to be followed 6. Then CLCs will give quality legal advice to the needy © Associations Forum 2015

Levels of AF Membership 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Journal and e. News Free events and member event discounts Benchmarking surveys Policy and advocacy Member advice helpline Local and international networks Board and staff training (Silver and Gold) Governance and constitution review (Silver and Gold) Financial benchmarking (Gold) Strategic planning discount (Gold) © Associations Forum 2015

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Thank you! John Peacock, General Manager, Associations Forum Pty Ltd jpeacock@nfp. net. au 02 9904 8200 Associations Forum National Conference 14 - 15 July 2015 Adelaide Convention Centre, © Associations Forum 2015