Stephanie Moore's List: Governance

• Creating an accountable organization is an ongoing process. Board and staff members should review recommended practices regularly, and adjust their rules, methods and communications as needed.
• • Develop a Culture of Accountability and Transparency  
   
  • Adopt a Statement of Values and Code of Ethics  
   
  • Adopt a Conflict of Interest Policy  
   
  • Ensure that the Board of Directors Understands and Can Fulfill Its Financial Responsibilities  
   
  • Conduct Independent Financial Reviews, Particularly Audits  
   
  • Ensure the Accuracy of and Make Public Your Organization’s Form 990  
   
  • Be Transparent  
   
  • Establish and Support a Policy on Reporting Suspected Misconduct or Malfeasance (“Whistleblower Protection Policy”)  
   
  • Remain Current with the Law

• Can I visit the organization to observe a program firsthand?
• Does the organization have a strategic plan that is reviewed and evaluated on a regular basis?
• How often do board members receive financial reports?
• Whom does the organization serve?
• Are there descriptions of the responsibilities of the board as a whole and of individual board members?
• Is there a system of checks and balances to prevent conflicts of interest between board members and the organization?
• What are the ways that you think I can contribute as a board member?
• What orientation will I receive to the organization and to the responsibilities of board service?
• • Will I be expected to make a specific annual financial contribution?
   
  • What role will I play in soliciting donors?
• How do board members and senior staff typically work with each other?
• • Am I committed to the mission of the organization?
   
  • Can I contribute the time necessary to be an effective board member?
• Am I comfortable with the approach and tone of the organization's fund-raising efforts?
• • Can I contribute financial support consistent with the organization's expectations of board members and with my own means and priorities?
   
  • Can I place the organization's purposes and interests above my own professional and personal interests when making decisions as a board member?

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• Ask a trusted colleague to share concerns with these individuals and see whether there is a genuine problem that needs attention.
• Update the board on its goals and reenergize its focus.
• Openly raise the question of board effectiveness. It might be in a meeting or at a retreat. Share your observations and ask if others have concerns.
• Identify knowledge gaps and recruit new board members to fill them.
• Make sure the board leaders and the chief executive work with senior staff to create a space for their grievances.

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• Policy Governance separates issues of organizational purpose (ENDS) from all other organizational issues (MEANS), placing primary importance on those Ends
• The board's own Means are defined in accordance with the roles of the board, its members, the chair and other officers, and any committees the board may need to help it accomplish its job.

• There are today many large and well known organizations that  exist only because a dedicated group of activists served as both board and  staff when the organization was a "kitchen table" enterprise. Board  members are usually intelligent and experienced persons as individuals.  Yet boards, as groups, are mediocre.
• There  is one thing all boards have in common . . . . They do not function" (Drucker,  1974, p. 628). "Ninety-five percent (of boards) are not fully doing what  they are legally, morally, and ethically supposed to do" (Geneen, 1984,  p.28).
• Simply put, the board exists (usually on someone else's behalf) to be  accountable that its organization works. The board is where all authority  resides until some is given away (delegated) to others. This simple total  authority-total accountability (within the law or other external  authorities) is true of all boards that truly have governing authority.

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