CAA Task Force on Governance - User contributions [en]

Board Officer Responsibility

2015-06-08T02:29:32Z

MGolden: Straw Man to move this forward

Basic Duties of all Board Members
Care, Loyalty, Obedience
(Detail each)
Mission, Values, Vision

BOARD GOVERNANCE
1. STRUCTURE
Oversight Board and Project Leadership and Staffing
A. Oversight structure
i. President
ii. Vice President
iii. Secretary
iv. Treasurer
B. Committee structure
i. Awards
ii. Publishing
iii. Convention
iv. Development
v. Cohort Oversight
vi. Advocacy
vii. Finance
viii. Governance
2. RESPONSIBILITIES
A. Executive committee – President, Vice President, Secretary, Treasurer, (Suggestion: Past-President)
i. Review ED Performance
ii. Review Board Performance
iii. Emergency action on behalf of Board or ED
B. President –
i. Runs Meetings
ii. Coordinates Executive Committee Work
iii. Sets Agenda for Meetings
iv. Coordinates Times and Dates for Meetings with ED
v. Assures Committee Work is Completed
vi. Assures that Board Members with Conflict of Interest or appropriately excluded from either participation of topic or voting on conflicted motion
vii. Regularly Meeting with ED and Senior Staff
C. Vice-President
i. Fills in at all meetings when President is Absent or unable to perform duties
ii. Support President as agreed to coordinate and review particular Committee Work and Performance
iii. Suggestion; Vice-President becomes next President of the Organization
D. Secretary
i. Assure that all Board Members receive Date and Time information for meetings
ii. Assure that all Board Members receive Meeting Minutes in a timely manner
iii. Responsible for taking and or editing Board Minutes
iv. Responsible for making sure all Board Members are aware of duties
v. Assure all Board Members have signed and submitted their annual Conflict of Interest Statements
vi. Responsible to make President aware of potential conflicts on issues being acted on by the Board
E. Treasurer
i. Responsible for leading the Finance Committee
ii. Responsible for leading the Investment Committee
iii. Responsible to make sure all Board Members receive timely updates on organization Finances, including monthly P&L, Balance Sheet, Statement of Cash Flows, Audit Reports
iv. Responsible for the review of all Financials in concert with Finance Committee and CFO
v. Responsible for review of Audit Report in concert with Finance Committee, CFO and Independent Auditor
vi. Responsible to report to Board in concert with CFO to Board on Finance Committee Reviews of Financials
3. COMMITTEE CHAIRS
A. Awards
i. Would like to understand how the Awards Chair interacts with Award Committees and how much work this entails
ii. May require more than one Chair for Awards if too much for work
B. Publishing
C. Convention
D. Development
E. Cohort Oversight – {{Suggestion: This responsibility should be divided up as it seems like it is overwhelming for one Board Member… Board Member should not have more than 3 cohort groups to provide connectivity to the Board. Board should decide whether the Cohort Group is critical to the running of CAA. If so, then it is direct oversight from the Board member who is assigned the cohort group. If it is tangential, then the Board Member assigned is the Board Liaison to the Group and not its oversight}}
i. It will require that the Cohort group remain active and not be the responsibility of the Board if it can remain active
ii. It will provide the Board with more direct contact with these Committees and Cohort Groups
iii. It will allow more Board members to actively participate in the activities of leading the CAA
iv. It will reduce the amount of work required of just one Board member to be responsible for all the work of all the Committees and Cohort Groups

F. Advocacy
i. {{Suggestion: This is a critical role for CAA and it may have to be divided up to more than one Board Member as well: Connection to and support of so many pivotal groups: Americans for the Arts, NAEA, Alliance of Artist Communities, FATE?, Art Placemaking Groups; State Government; Federal Government; etc. – would like to speak to DeWitt about this}}
ii. Value in creating tools for all members of CAA to broaden their approach to advocacy and to provide resources for members to both join together, but also how to improve their local advocacy for the arts as well.
G. Finance
i. Monthly Financials
ii. Review Year End
iii. Review Audit
iv. Review Investments
v. Recommendations and review of Senior Staff Leadership and adherence to benchmarked processes for supporting appropriate salaries
H. Governance
i. This should be an active Board Committee and not an activity that is only done during strategic planning initiatives
ii. Assist in making sure that all members are aware that there is an active committee willing to continually look at the practices of the CAA itself
iii. Support any issues raised by members of CAA as to the organization acting in an ethical manner
iv. Create proposals for the Board and the membership for regular review of critical governance issues
1. By-Laws
2. Committee Structure
3. Adherence to Regulations and Best Practices
a. Open transparent processes
b. Provide mechanisms for dialogue with issues of membership
4. Propose to Board path to revisiting Mission, Values and Vision
a. {{Suggestions - Not sure this is exactly clear in current state}}

Talk:Board Officer Responsibility

2015-04-13T15:07:56Z

MGolden:

Guna, I think this topic raises many of the same issues as I've discussed with DeWitt as to what appears to be an uneven spread of responsibilities among the various officers. I'm struggling a bit to see the division between the two tasks we've been asked to participate on. So instead of figuring this out alone, let me share what I've gleaned from the Governance Handbook as to what seem like some jumping off points.

I know our purview is titled Board Office Responsibilities, but it might be valuable to see if others would agree that we should enlarge the scope to include the other Directors of the Board as some of the issues may be because not enough responsibility is being shared?

PG 10: "The Governance Handbook is the primarily the responsibility of the Executive Director." Although this was a tremendous effort by the ED to generate this document, it seems to me that as in it describes the roles and responsibilities of the Board and it's relationship to the staff, that this IS the responsibility of the Board. How it gets it done through the offices of the ED is the Board's directive. I have seen some boards where the ED pretty much runs the show and the the Board is more in name then in function, but it my sense that this is a very responsible board to its duty of care, loyalty and obedience. ....... so it seems to me part of Board Officer Responsibility is to own this document and to be very familiar with its contents, (which I don't doubt the Board is already)

MISSION, VISION, VALUES: It is essential as part of Board Responsibilities that these can be recited by the Board as this should be guiding their efforts. Some times these documents are created and then get shelved as "done the mission, vision, values thing". The best of these become the touch stones for an organization. (You have very very long guides to recite from memory).

PG: 16 - Section 4: Board Attendance: Showing up is 90% of success. Glad you have a policy and it seems that this is valued by the Board and pursued when necessary.

PG: 16 - Section 6: Responsibility for keeping track of conflicts is both the individual Board Members responsibility but typically also the Presidents, if it is felt someone has not exercised their responsibility of loyalty. Don't know if this has ever come up..........

Executive Committee has oversight on performance of Appointed Council and Executive Director. No oversight is mentioned for the Appointed Treasurer. I realize these valuable members have been in place for a long time. When it comes a time when a new person needs to fill this position, is their oversight on this appointed position on the Board?

PG: 22 - Section 3: "...The Executive Committee ... to undertake management of the association other then when the Board is in session". What powers does this give the EC? Does the EC want to manage the association?

PG: 24 - Finance and Budget committee responsible for annual budget and the audit but not for other reports required by the Board or EC. My experience has been that a Board without regular fiduciary oversight can feel less involved especially when unexpected events compromise expected results. I wonder about the level of contact with the entire Board and if that has lead to some members being less active. Are three meetings enough???

THE ORG CHART: It seems that on the face of it the VP of Committees has an enormous level of responsibility with little staff support. As I see on PG 129, this portfolio is enormous!

PG 126: President: To provide day to day guidance to the ED...... Not sure what is meant here

In Summary: Some of the work completed by the Board is beyond the scope of strictly an oversight Board. Some of the positions are very active contributors to the operations of the organization. So you have both responsibilities depending upon the positions on the Board. This can only be remediated by more staff ($$$$) or spreading out the volunteer operations work more evenly among the Board members. This will also require being very upfront about this level of Board Commitment.

I very much appreciate the note that all contributions may be edited, altered or removed. Everything I've ever done has been made better by people doing just that to any of my contributions!!!

''Feb. 9, 2015''

In speaking to some members of the Board I think it may be recognized that the Board work and especially the officers responsibilities might make this Board one of the hardest working boards, or for some... said in another way, "one of the hardest boards I've ever been on!"

It may therefor be that few people want to join the Board, not because they don't have interest, but are concerned that they just don't have enough band width for all the work. I think the work we do in defining the roles for the officers and hopefully other Board members will go a long way in helping out creating new interest and vitality for the Board and its visibility among members.

April 13 2015

In again looking over the strategic plans for 2010-2015 it is an incredibly ambitious document. Although items are checked off from the plan, it is not at all clear how well they were achieved. It would be important for me if I was a Board Member to see how well that tactic was achieved as some of them might be really just a percentage completed. A spread sheet to follow all these activities and when and who achieved them and how much was completed would be valuable and if it met the larger goal. In looking at this list, I would think it would take quite the talented Project Manager to keep these all moving forward. It would be great to share what tools have been used or are being used to track these efforts. This will act as your score board for the effectiveness of your Staff, Leadership and Board's efforts.

I also believe it is essential for the Board to meet monthly, with clear assignments handed out with due dates attached. The committee meetings should be reported to the Board in advance so as to not take up time other than questions about the reports. I believe the lack of meeting time makes for Board agendas that are too large and overwhelming. Need to break complexity into smaller bites to digest.

Do Board minutes and committee minutes get published online for members? This might be a way that both members are better informed and that the work of the Board and Committee's is developed more completely.

As much as I'd like to make suggestions for spreading the responsibilities of the Various Committee Chairs, I feel I am too far removed from the activities to make the divided roles. It would be valuable for those close to the efforts to at least put up a trial balloon so that we could begin to comment on these........

Talk:Board Officer Responsibility

2015-04-13T15:05:54Z

MGolden:

Guna, I think this topic raises many of the same issues as I've discussed with DeWitt as to what appears to be an uneven spread of responsibilities among the various officers. I'm struggling a bit to see the division between the two tasks we've been asked to participate on. So instead of figuring this out alone, let me share what I've gleaned from the Governance Handbook as to what seem like some jumping off points.

I know our purview is titled Board Office Responsibilities, but it might be valuable to see if others would agree that we should enlarge the scope to include the other Directors of the Board as some of the issues may be because not enough responsibility is being shared?

PG 10: "The Governance Handbook is the primarily the responsibility of the Executive Director." Although this was a tremendous effort by the ED to generate this document, it seems to me that as in it describes the roles and responsibilities of the Board and it's relationship to the staff, that this IS the responsibility of the Board. How it gets it done through the offices of the ED is the Board's directive. I have seen some boards where the ED pretty much runs the show and the the Board is more in name then in function, but it my sense that this is a very responsible board to its duty of care, loyalty and obedience. ....... so it seems to me part of Board Officer Responsibility is to own this document and to be very familiar with its contents, (which I don't doubt the Board is already)

MISSION, VISION, VALUES: It is essential as part of Board Responsibilities that these can be recited by the Board as this should be guiding their efforts. Some times these documents are created and then get shelved as "done the mission, vision, values thing". The best of these become the touch stones for an organization. (You have very very long guides to recite from memory).

PG: 16 - Section 4: Board Attendance: Showing up is 90% of success. Glad you have a policy and it seems that this is valued by the Board and pursued when necessary.

PG: 16 - Section 6: Responsibility for keeping track of conflicts is both the individual Board Members responsibility but typically also the Presidents, if it is felt someone has not exercised their responsibility of loyalty. Don't know if this has ever come up..........

Executive Committee has oversight on performance of Appointed Council and Executive Director. No oversight is mentioned for the Appointed Treasurer. I realize these valuable members have been in place for a long time. When it comes a time when a new person needs to fill this position, is their oversight on this appointed position on the Board?

PG: 22 - Section 3: "...The Executive Committee ... to undertake management of the association other then when the Board is in session". What powers does this give the EC? Does the EC want to manage the association?

PG: 24 - Finance and Budget committee responsible for annual budget and the audit but not for other reports required by the Board or EC. My experience has been that a Board without regular fiduciary oversight can feel less involved especially when unexpected events compromise expected results. I wonder about the level of contact with the entire Board and if that has lead to some members being less active. Are three meetings enough???

THE ORG CHART: It seems that on the face of it the VP of Committees has an enormous level of responsibility with little staff support. As I see on PG 129, this portfolio is enormous!

PG 126: President: To provide day to day guidance to the ED...... Not sure what is meant here

In Summary: Some of the work completed by the Board is beyond the scope of strictly an oversight Board. Some of the positions are very active contributors to the operations of the organization. So you have both responsibilities depending upon the positions on the Board. This can only be remediated by more staff ($$$$) or spreading out the volunteer operations work more evenly among the Board members. This will also require being very upfront about this level of Board Commitment.

I very much appreciate the note that all contributions may be edited, altered or removed. Everything I've ever done has been made better by people doing just that to any of my contributions!!!

''Feb. 9, 2015''

In speaking to some members of the Board I think it may be recognized that the Board work and especially the officers responsibilities might make this Board one of the hardest working boards, or for some... said in another way, "one of the hardest boards I've ever been on!"

It may therefor be that few people want to join the Board, not because they don't have interest, but are concerned that they just don't have enough band width for all the work. I think the work we do in defining the roles for the officers and hopefully other Board members will go a long way in helping out creating new interest and vitality for the Board and its visibility among members.

In again looking over the strategic plans for 2010-2015 it is an incredibly ambitious document. Although items are checked off from the plan, it is not at all clear how well they were achieved. It would be important for me if I was a Board Member to see how well that tactic was achieved as some of them might be really just a percentage completed. A spread sheet to follow all these activities and when and who achieved them and how much was completed would be valuable and if it met the larger goal. In looking at this list, I would think it would take quite the talented Project Manager to keep these all moving forward. It would be great to share what tools have been used or are being used to track these efforts. This will act as your score board for the effectiveness of your Staff, Leadership and Board's efforts.

I also believe it is essential for the Board to meet monthly, with clear assignments handed out with due dates attached. The committee meetings should be reported to the Board in advance so as to not take up time other than questions about the reports. I believe the lack of meeting time makes for Board agendas that are too large and overwhelming. Need to break complexity into smaller bites to digest.

Do Board minutes and committee minutes get published online for members? This might be a way that both members are better informed and that the work of the Board and Committee's is developed more completely.

As much as I'd like to make suggestions for spreading the responsibilities of the Various Committee Chairs, I feel I am too far removed from the activities to make the divided roles. It would be valuable for those close to the efforts to at least put up a trial balloon so that we could begin to comment on these........

Talk:Board Officer Responsibility

2015-02-09T15:23:12Z

MGolden:

Talk:Board Officer Responsibility

2015-02-06T18:37:27Z

MGolden:

Board Officer Responsibility

2015-02-06T18:35:29Z

MGolden: Replaced content with "Basic Duties of all Board Members Care, Loyalty, Obedience (Detail each) Mission, Values, Vision"

Basic Duties of all Board Members
Care, Loyalty, Obedience
(Detail each)
Mission, Values, Vision

Talk:Board Officer Responsibility

2015-02-06T17:41:11Z

MGolden: Created page with "Guna, I think this topic raises many of the same issues as I've discussed with DeWitt as to what appears to be an uneven spread of responsibilities among the various officers...."

Board Officer Responsibility

2015-02-06T17:39:33Z