[MUSIC] Professor Harrison, welcoming you to the third course in our specialization in developing leadership and improving governance in non profit organizations. The focus of Course 3 is on the factors that influence the effectiveness of boards and the governance process. And this week, which is week one of Course 3, we're going to focus on two key influences. The board structures and operating procedures in board meetings. I'm going to be drawing primarily from chapters six and seven of our open textbook. Guidelines for improving the effectiveness of boards of directors of nonprofit organizations. I'm also going to be referring to two other text. Chait, Ryan and Taylor's Governance as Leadership, and Cornforth and Brown's Nonprofit Governance. Don't worry if you don't have these textbooks. I've summed up the key elements and points made, and referenced them in the lecture. As in other weeks, the course page contains some readings, resources, and learning activities, to be completed this week. Here are the questions this lecture will address. 1, what factors influence the effectiveness of nonprofit boards of directors? 2, what are board procedures and structures, and why are they important? 3, why do boards experience problems with inadequate procedures and structures? And 4, how could a board go about changing its procedures and structures to increase its effectiveness? 5, what issues challenge the effectiveness of board meetings? 6, what could be done to increase the effectiveness of board meetings? And finally, we'll end with questions to inform your peer-to-peer discussions this week. The question asks what factors influence the effectiveness of nonprofit boards of directors. What I want to do is draw your attention to this conceptional framework of the elements aboard effectiveness at underlying this course. Our Sunni open guidebook, and the tool the board check up that many of you are using to assess the performance of a board that you know. And let me just start to the right of the framework with the nonprofit organization effectiveness. And for many of you who participated in who have registered for this specialization and have taken the first course. You'll realize that, that first course in the specialization had to do with nonprofit organizations. Nonprofit leadership and the board's rule in organizational governance. So, this depicts the relationship between nonprofit governance, effectiveness, and the effectiveness of nonprofit organizations. Acknowledging that boards contribute some, but not all of the variance in the effectiveness of a nonprofit organization. That other factors in the environment, internally and externally will also contribute. The second course, we examine the governance process, and specifically, the role and responsibilities of boards of directors in organizational governance. And that's what second textbox in this framework, the boards basic role, fiduciary role, and responsibilities. Its role and responsibilities in planning performance assessment and resource development. And in this third course, we're looking again at some of these unrecognized influences that affect how well boards carry out their role, and their responsibilities in governance. And here, we've highlighted two influences that we'll address this week. And that's the board's structure and operating procedures and meetings of the board. The question asked what factors influence the effectiveness of nonprofit boards of directors? What I want to do is draw your attention to this conceptual framework of the elements of board effectiveness that underlie this course. Our Sunni open guidebook, and the tool, the Board Check Up that many of you are using to assess the performance of a board that you know. And let me just start to the right of the framework with the nonprofit organization effectiveness. And, for many of you who have registered for this specialization, and taken the first course. You'll realize that, that first course in the specialization had to do with nonprofit organizations, nonprofit leadership, and the board's role in organizational governance. So, this depicts the relationship between nonprofit governance, effectiveness, and the effectiveness of nonprofit organizations. Acknowledging that board's contribute some, but not all of the variance in the effectiveness of a nonprofit organization. That other factors in the environment internally and externally will also contribute. The second course, we examined the governance process and specifically, the role and responsibilities of boards of directors in organizational governance. And that's, that what second textbox in this framework. The board's basic fiduciary role and responsibilities. Its role and responsibilities in planning performance assessment and resource development. And in this third course, we're looking again at some of these unrecognized influences that affect how well boards carry out their role and their responsibilities in governance. And here, we've highlighted two influences that we'll address this week. And that's the board's structures and operating procedures and meetings of the board. What are board procedures and structures, and why are they important? Well, in a nut shell, all boards of directors have some form of organization that helps support the way the board operates, but also constrain it. These are specified in constitutional by laws, which if this organization is incorporated and required by law. And these documents provide important information about who can be part of the Board, the authority of the Board and how it makes decisions. There are also, operating procedures are also specified in manuals. In board manuals, in board position descriptions, and they're also supported by the organization with the amount of supported provides to facilitate governance. Issues often arise when boards fail to review this procedures or to update them when either the law changes or the organization changes. Or these procedures are set and are too rigid to allow the board the flexibility it needs to do, to carry out its role. For example, with term limits if If people must leave the board. And there is a need to keep people in key positions, officer positions that the procedures allow for this flexibility. There are important aspects of board structures that can have an influence on how the board carries out its role and responsibilities. And one of them is board size, the number of people who serve on the board. And this will be specified in the bylaws, and size is an important source of resources for the board. The number of people who serve can represent constituents. And the public diversity of the publics that the organization serves can be important linkage to the external environment. With large boards providing more resources and a greater linkage. But the flip side of that is the fact that large boards are likely to break into a smaller group of core leaders. And so not all members would be engaged equally. That would be more difficult to provide boards and board members that are large with meaningful roles for everyone. Whereas smaller boards might be able to provide this greater meaning and greater engagement involvement. But then the flip side that is that they are less representative, less able to bring in resources, maybe less aware of what's going on exernally. Another structure board offices, and these are the key leadership and administrative functions that must be performed. And often times without adequate training and information in key positions, like the chair or the vice-chair or the treasurer, who provides important financial oversight responsibility for the board. Or the secretary who provides an important record keeping and documentation retention functions. Really don't have adequate information or training to carry out those rules effectively, and then they become really just ceremonial. Board committees can also have an effect on how the board carries out its rule and responsibilities. And there are basically two types of committees, policy committees, which relate directly to the governance function. And these are small kind of problem solving groups, which can look at or study important issues for the board. And produced reports or information to bring back to the whole of board for recommendatio and decision. And they're also working committee types, and these are policy implementation growths. There are also standing committees which consists of either policy or working group committees. And these would also be specified in the organization's bylaws. Now there are some recommendations that these be kept to a minimum. And in fact, some people recommend replacing them with task forces or special project groups and how the specific focus and are time bound. It's important to keep in mind that all of these structures will vary by the type of organization and the governance model. So whether the organization is following a policy or a governance only model, or is a working type of board with none or few paid staff. Or a mixed model where it sometimes gets involved in operational matters and sometimes not. There are two sets of factors that can help explain why boards experience problems in this area of operating procedures and structures. And our chapter addresses these factor, primarily the internal factors, but the chapter by David Mullins. Chapter 11 on the Evolution of Corporate Governance Structures and Relationships in English Housing Association. And this is in the Cornforth and Brown book, Nonprofit Governance. It also speaks to these factors internally and externally. So internally as an organization professionalizes and grows. A board that fails to review and update rules is more likely to experience problems in this area. It could also be that the board really isn't aware of the influence that structures and procedures have on governance behavior. Or it could be that the leadership of the organization and the board or the culture. The Dominic core group could actually reinforce the existing structures and procedures in place and inhibit change on the board. But externally, and this is where David Mullins' case study is very important. You have macro level factors, so changes in the external environment going on. And in his case is talking about the merging of housing associations into larger nonprofit organizations. And changes in the regulation and how those organizations are governed. And so the rules and codes of governance having changed could really be a source of some of the issues that boards experience in this area. But either way, boards that fail to assess performance are most at risk for experiencing problems in this area. How could a board go about changing its operating procedures and structures? Well a good place to begin is with board performance assessment and use of a diagnostic like the board check up. Which has been designed to surface issues that inhibit governance effectiveness and to help boards make changes in the governance process. Over the last few slides, we've talked about board operating procedures and board structures and this diagnostic will surface issues related to them. The next step really is for the board to discuss whether these issues exist. Why they exist and to make some decisions around what to do about them. This is where the SUNY Open Textbook are guidelines for improving the effectiveness of nonprofit boards of directors could come in handy. And all board members really should have a copy of this free open book. And that should help the board in making decisions to improve performance in this area. This leads us into the second part of the lecture on board meetings. And the question here on, what issues challenge the effectiveness of board meetings? Well, for people who may be new to nonprofit governance, many may think that it is in official meetings where governance takes place. But we know from previous part of this lecture that much of the work takes place before and after meetings, and committees, and other activities. But meeting quality can influence the ability of the board to carry out its strategic leadership role. And that official meetings of the board really should focus on issues that have implications for the strategic direction of the organization. Or that create understanding about an issue or a situation the organization is facing. In this part of the lecture, I'll cover some of the issues that challenge board meeting effectiveness. In the area of the meeting agenda, and supporting information, meeting content, decision-making, and meeting attendance. This slide sums up the key questions that underlie the issues that challenge the effectiveness of board meetings in five issue areas. The meeting agenda organizes the content of the meeting. The issues that challenge meetings in this area have to do with the agenda. Is there an agenda? Do people receive that agenda in advance of the meeting or is it distributed during the meeting? Does the agenda have a clear purpose? How is it organized and is it full of routine matters? There's also a need for supporting in information to accompany with agenda, so that people are on the same page when agenda items come up. Key questions here are, do people have enough information to be adequately prepared for the meeting? Do they have too much information? And boards really need to consider, how much is the right amount of information for people to be prepared? One of the most common problems with board meetings is that too much time is spent listening to reports or discussing matters that could be better discussed by the CEO or a committee of the board. And this is the subject or the area of meeting content. Some of the key questions to consider when planning a meeting are, what is the substance of the meeting? How should the board spends its time during the meeting? Which items are for information only and which items are for decision? Even when the agenda and the meeting content are well-designed, board meetings can be less successful if the decision-making process is flawed. Some of the key questions here are, are motions clearly stated and understood? How participatory are board discussions, or are they taken up by a core group of dominant talkers? Is it clear who will implement core decisions and when? And how effective is board decision-making? When decisions are made, does the board check on and see whether they've been implemented? If there any issues with board meetings that might show up in the area meeting attendance? Are meetings poorly attended? Is there a tendency to blame individuals from not attending the meeting? Is the board looking at its meeting performance to see whether improvements can be made? The question of whether meeting effectiveness can be improved is answered in the results of the research that Murray and I did on the effects of online board performance assessment on changes in governance behavior and practices. And you can see a summary of those changes on this slide in the different dimensions of board effectiveness assess. And the most frequently cited change, and these are changes that boards implemented is in the area board meetings. And changes in board meeting planning, agendas, and the adoption of consent agendas to move routine matters quickly through the agenda. And also changes in meeting content and discussions with more attention to governance issues and less on routine matters. The second most frequently cited changes in the area are board structures and operating procedures. And you will see here that 82% of boards that make changes in governance, behavior, and practice, did so in this area. By updating their constitution and bylaws, introducing and improving governance information, so that meeting supporting information in the systems. And establishing a board policies and procedures to manage things like conflicts of interest. And you can scroll through the different dimensions and see some of the changes that boards have made following for performance assessment. And for more information about this research and our findings, do look to the article on the course page by myself and Vick Murray in the nonprofit and voluntary sector quarterly. I wanted to conclude this lecture by tying the significance of these two factors to governance. And their influence on the different modes of governance that Chait Ryan and Taylor describe in their book Governance as Leadership. And I think you're going to see a relationship between a type I fiduciary board. A board that tends to spend most of its time in oversight as being very rural base and very formal. And perhaps rubber stamping in its decisions and the decisions brought to it by management. And as you move through to the strategic governance and even to generative governance, the board is becoming more flexible in their procedures and structures to optimize the inputs of the board. And to also, as we had now into generative government to suspend the formality all together when the borders addressing certain issues. And you'll see on page 111 in Governments as Leadership. These are landmark issues that really signify to the board that there's an opportunity for generative governance. But also at boards really working beyond the boardroom. And being at the boundary of the organization and its external environment. And the board's really bringing that working at the boundary to bring the outside into the boardroom. And so all of this is affected by the structures and the procedures in the way the board conducts its business. Here are the questions for peer-to-peer discussions this week. Our research showed 95% of boards made changes in board meetings following online self-assessment of board performance. Why do you think so many boards experienced effectiveness challenges in the area of board meetings? Two, a number of treatments are described in our SUNY Open textbook, Guidelines to Improving, the effectiveness of nonprofit boards of directors in the area of board meetings. In your experience of these treatments, which have been the most effective and are there any that we missed? And finally, can you comment on the significance of the influence that board structures and procedures have on the ability of the board to carry out its role and responsibilities? That's it for this week, we'll see you in the forums.
