A policy is an agreed basis for action, made ahead of time.

The Four Areas of Policy:

  • Ends policies/Results to be achieved – the organisation’s fundamental reason for being and the outcomes to be achieved
  • Governance Process policies – define the scope of the Board’s job and design its operating processes.
  • Board-ED Linkage policies – the Board’s delegation to the chief executive and the methods to be applied in determining their effectiveness.
  • Executive Limitation policies – the limits the Board places on the chief executive (and by implication other staff and volunteers).

Policy Statement

Policy Type: Governance Process

Policy Title: 2.0. Global Governance Commitment

The purpose of the Board, on behalf of its Owners, Members and Beneficiaries, is to see to it that the EOS Alliance (a) achieves appropriate results at an appropriate cost and (b) avoids unacceptable actions and situations (as prohibited in Board Executive Director Limitations policies).

 

Policy Type: Governance Process

Policy Title: 2.1. Governing Style

The Board will govern lawfully, observing the principles of the Policy Governance model, with an emphasis on (a) outward vision rather than an internal preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic leadership more than administrative detail, (d) clear distinction of Board and Executive Director roles, (e) collective rather than individual decisions, (f) future rather than past or present, and (g) proactivity rather than reactivity.

Accordingly:

  1. The Board will cultivate a sense of group responsibility. The Board, not the ED, will be responsible for excellence in governing. The Board will be the initiator of policy, not merely a reactor to ED or staff initiatives.
  2. The Board will not use the expertise of individual Board members to substitute for the judgment of the Board, although the expertise of individual Board members may be used to enhance the understanding of the Board as a body.
  3. The Board will direct, control, and inspire the organization through the careful establishment of broad written policies reflecting the Board’s values and perspectives. The Board’s major policy focus will be on the intended long-term impacts outside the staff organization, not on the administrative or programmatic means of attaining those effects.
  4. The Board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policy-making principles, respect of roles, and ensuring the continuance of governance capability. Although the Board can change its Governance Process policies at any time, it will scrupulously observe those currently in force.
  5. Continual Board development will include orientation of new Board members in the Board’s Governance Process and periodic Board discussion of process improvement.
  6. The Board will allow no officer, individual, or committee of the Board to hinder or serve as an excuse for not fulfilling group obligations.
  7. The Board will monitor and discuss the Board’s process and performance at each meeting. Self-monitoring will include comparison of Board activity and discipline to policies in the Governance Process and Board-Management Delegation categories.

 

Policy Type: Governance Process

Policy Title: 2.2. Board Job Products

Specific job outputs of the Board, as an informed agent of the Owners, Members and Beneficiaries, are those that ensure appropriate organizational performance.

Accordingly, the Board has direct responsibility to create

  1. The linkage between the membership and the operational organization
  2. Written governing policies that realistically address the broadest levels of all organizational decisions and situations
    1. Ends: organizational products, impacts, benefits, outcomes, and their relative worth for members
    2. Executive Limitations: constraints on ED authority that establish the prudence and ethics boundaries within which all EOS Alliance activity and decisions must take place
    3. Governance process: specification of how the Board conceives, carries out, and monitors its own tasks
    4. Board-ED linkage: how power is delegated and its proper use; the ED’s role, authority, and accountability
  3. Assurance of successful organizational performance on Ends and Executive Director Limitations.

 

Policy Type: Governance Process

Policy Title: 2.3. Agenda Planning

To accomplish its job products with a governance style consistent with Board policies, the Board will follow an annual agenda that (a) completes a reexploration of Ends policies annually and (b) continually improves Board performance through Board education and enriched input and deliberation.

  1. The cycle will conclude each year on the last day of September so that administrative planning and budgeting can be based on accomplishing a one year segment of the Board’s most recent statement of long-term ends.
  2. The cycle will start with the Board’s development of its agenda for the next year.
    1. Consultations with selected groups in the membership, or other methods of gaining membership input, will be determined and arranged in the first quarter, to be held during the balance of the year.
    2. Governance education and education related to ends determination (presentations by futurists, demographers, advocacy groups, staff, and so on) will be arranged in the first quarter, to be held during the balance of the year.
    3. A Board member may recommend or request an item for Board discussion by submitting the item to the Chair no later than five days before the Board meeting.
  3. Throughout the year, the Board will attend to consent agenda items as expeditiously as possible.
  4. Discussions about ED monitoring will be included on the agenda if monitoring reports show policy violations, if policy criteria are to be debated, or if the Board, for any reason, chooses to debate amending its monitoring schedule.

 

Policy Type: Governance Process

Policy Title: 2.4. Chair’s Role

The Chair, a specially empowered member of the Board, ensures the integrity of the Board’s process and, occasionally represents the Board to outside parties.

Accordingly:

  1. The assigned result of the Chair’s job is that the Board behaves consistently with its own rules and those legitimately imposed on it from outside the organization.
    1. Meeting discussion content will consist solely of issues that clearly belong to the Board to decide or to monitor according to Board policy, including providing input to the ED when requested.
    2. Information that is for neither monitoring performance nor Board decisions will be avoided or minimized and always noted as such.
    3. Deliberation will be fair, open, and thorough but also timely, orderly, and kept to the point.
  2. The authority of the Chair consists in making decisions that fall within topics covered by Board policies on Governance Process and Board-Management Delegation, with the exception of (a) employment or termination of staff, and (b) areas where the Board specifically delegates portions of this authority to others. The Chair is authorized to use any reasonable interpretation of the provisions in these policies.
    1. The Chair is empowered to chair Board meetings with all the commonly accepted powers of that position, such as ruling and recognizing.
    2. The Chair has no authority to make decisions about policies created by the Board within Ends and Executive Director Limitations policy areas. Therefore, the Chair has no authority to supervise or direct the ED.
    3. The Chair may represent the Board to outside parties in announcing Board stated positions and in stating ED’s decisions and interpretations within the area delegated to her or him.
    4. The Chair may delegate this authority but remains accountable for its use.

 

Policy Type: Governance Process

Policy Title: 2.5. Board Members’ Code of Conduct

The Board commits itself collectively and individually to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members.

  1. Board members must demonstrate loyalty to the Owners, Members and Beneficiaries, unconflicted by loyalties to staff, other organizations, or any personal interests.
  2. Board members must avoid conflict of interest with respect to their fiduciary responsibility to the EOS Alliance.
    1. There will be no self-dealing or business by a board member with the organization. Members will annually disclose in writing (i.e, Conflict of Interest Statement form) their involvements with other organizations or with vendors and any associations that might be reasonably seen as representing a conflict of interest.
    2. When the Board is to decide on an issue about which a member has an unavoidable conflict of interest, that member shall absent herself or himself without comment not only from the vote but also from the deliberation.
  3. Board members may not attempt to exercise individual authority over the organization.
    1. Board members’ interaction with the Executive Director or with staff must recognize the lack of authority vested in individuals except when explicitly authorized by the Board.
    2. Board members’ interactions with the public, news organizations, or other entities must recognize the same limitation and the inability of any Board member to speak for the Board except to repeat explicitly stated Board decisions. This does not preclude board members from interacting with the public, news organizations, or other entities as subject matter experts or organizational ambassadors.
    3. In addition to participation in Board deliberation about whether the Executive Director has achieved any reasonable interpretation of Board policy, Board members will provide feedback regarding the performance of EOS Alliance staff to the Executive Director and feedback regarding the performance of the Executive Director to the Chair.
  4. Board members will respect the confidentiality appropriate to issues of a sensitive nature.
  5. Board members will be properly prepared for Board deliberation.
  6. Board members will support the legitimacy and authority of the final determination of the Board on any matter, irrespective of the member’s personal position on the issue.

 

Policy Type: Governance Process

Policy Title: 2.6. Board Committee Principles

Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as never to interfere with delegation from Board to Executive Director.

Accordingly:

  1. Board committees are to help the Board do its job, not to help or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees will normally not have direct dealings with current staff operations.
  2. Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Executive Director.
  3. Board committees cannot exercise authority over staff. Because the Executive Director works for the full Board, he or she will not be required to obtain the approval of a Board committee before an executive action.
  4. Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore, a Board committee that has helped the Board create policy on some topic will generally not be used to monitor organizational performance on that same subject.
  5. Committees will be used sparingly and ordinarily in an ad hoc capacity.
  6. This policy applies to any group that is formed by Board action, whether or not it is called a committee and regardless of whether the group includes Board members. It does not apply to committees formed under the authority of the Executive Director to assist with operational work or tasks.

 

Policy Type: Governance Process

Policy Title: 2.7. Board Committee Structure

A committee is a Board committee only if its existence and charge come from the Board, regardless of whether Board members sit on the committee. The only Board committees currently are those that are set forth in this policy. Unless otherwise stated, a committee ceases to exist as soon as its task is complete.

  1. Nominating Committee
    1. Product: Slate of nominees presented to the Board—by no later than July 30 of each year or as otherwise directed by the board.
    2. Authority: To incur costs of no more than $1,000 in direct charges and no more than twenty hours of staff time per year.
  2. Membership Committee
    1. Product: TBD
    2. Authority: TBD

 

Policy Type: Governance Process

Policy Title: 2.8. Governance Investment

Because poor governance costs more than learning to govern well, the Board will invest in its governance capacity.

Accordingly:

  1. Board skills, methods, and supports will be sufficient to ensure governing with excellence.
    1. Training and retraining will be used liberally to orient new members and candidates for membership, as well as to maintain and increase existing member skills and understandings.
    2. Outside monitoring assistance will be arranged so that the Board can exercise confident control over organizational performance. This includes, but is not limited to, financial audits.
    3. Outreach mechanisms will be used as needed to ensure the Board’s ability to listen to member viewpoints and values.
  2. Costs will be prudently incurred, though not at the expense of endangering the development and maintenance of superior capability.
  3. The Board will establish its cost of governance budget for the next fiscal year during the month of July.