Difference between revisions of "Board Officer Responsibility"

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(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....")
 
(Straw Man to move this forward)
 
(One intermediate revision by the same user not shown)
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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.
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Basic Duties of all Board Members
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I'm struggling a bit to see the division between the two tasks we've been asked to participate on.
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Care, Loyalty, Obedience
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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.
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(Detail each)
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Mission, Values, Vision
  
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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)
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BOARD GOVERNANCE
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1. STRUCTURE
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Oversight Board and Project Leadership and Staffing
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A. Oversight structure
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  i. President
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  ii. Vice President
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  iii. Secretary
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  iv. Treasurer
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B. Committee structure
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  i. Awards
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  ii. Publishing
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  iii. Convention
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  iv. Development
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  v. Cohort Oversight
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  vi. Advocacy
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  vii. Finance
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  viii. Governance  
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2. RESPONSIBILITIES
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A. Executive committee – President, Vice President, Secretary, Treasurer,      (Suggestion: Past-President)
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  i. Review ED Performance
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  ii. Review Board Performance
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  iii. Emergency action on behalf of Board or ED
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B. President –
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  i. Runs Meetings
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  ii. Coordinates Executive Committee Work
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  iii. Sets Agenda for Meetings
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  iv. Coordinates Times and Dates for Meetings with ED
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  v. Assures Committee Work is Completed
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  vi. Assures that Board Members with Conflict of Interest or appropriately  excluded from either participation of topic or voting on conflicted motion
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  vii. Regularly Meeting with ED and Senior Staff
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C. Vice-President
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  i. Fills in at all meetings when President is Absent or unable to perform duties
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  ii. Support President as agreed to coordinate and review particular Committee  Work and Performance
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  iii. Suggestion; Vice-President becomes next President of the Organization
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D. Secretary
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  i. Assure that all Board Members receive Date and Time information for meetings
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  ii. Assure that all Board Members receive Meeting Minutes in a timely manner
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  iii. Responsible for taking and or editing Board Minutes
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  iv. Responsible for making sure all Board Members are aware of duties
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  v. Assure all Board Members have signed and submitted their annual Conflict of  Interest Statements
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  vi. Responsible to make President aware of potential conflicts on issues being acted on by the Board
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  E. Treasurer
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  i. Responsible for leading the Finance Committee
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  ii. Responsible for leading the Investment Committee
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  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
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  iv. Responsible for the review of all Financials in concert with Finance Committee and CFO
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  v. Responsible for review of Audit Report in concert with Finance Committee, CFO  and Independent Auditor
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  vi. Responsible to report to Board in concert with CFO to Board on Finance Committee Reviews of Financials
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3. COMMITTEE CHAIRS
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A. Awards
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  i. Would like to understand how the Awards Chair interacts with Award Committees and how much work this entails
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  ii. May require more than one Chair for Awards if too much for work
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B. Publishing
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C. Convention
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D. Development
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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}}
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  i. It will require that the Cohort group remain active and not be the responsibility of the Board if it can remain active
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  ii. It will provide the Board with more direct contact with these Committees and Cohort Groups
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  iii. It will allow more Board members to actively participate in the activities of leading the CAA
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  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
  
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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).
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  F. Advocacy
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  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}}
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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.
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  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.
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G. Finance
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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..........
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  i. Monthly Financials
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  ii. Review Year End
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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?
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  iii. Review Audit
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  iv. Review Investments
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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?
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  v. Recommendations and review of Senior Staff Leadership and adherence to benchmarked processes for supporting appropriate salaries
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H. Governance
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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???
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  i. This should be an active Board Committee and not an activity that is only done during strategic planning initiatives
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  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
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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!
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  iii. Support any issues raised by members of CAA as to the organization acting in an ethical manner
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  iv. Create proposals for the Board and the membership for regular review of critical governance issues
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PG 126:  President: To provide day to day guidance to the ED......  Not sure what is meant here
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    1. By-Laws
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    2. Committee Structure
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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.
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    3. Adherence to Regulations and Best Practices
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      a. Open transparent processes
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I very much appreciate the note that all contributions may be edited, altered or removed. Everything I've ever done has been made by people doing just that to my work!!!
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      b. Provide mechanisms for dialogue with issues of membership
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    4. Propose to Board path to revisiting Mission, Values and Vision
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      a. {{Suggestions - Not sure this is exactly clear in current state}}

Latest revision as of 20:29, 7 June 2015

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.	Template:Suggestions - Not sure this is exactly clear in current state
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