To create a welcoming environment by providing quality management, facilities and opportunities for our stakeholders

Transcription

1 VISION STATEMENT: To be the leading softball association in New Zealand MISSION STATEMENT: To create a welcoming environment by providing quality management, facilities and opportunities for our stakeholders VALUES: Excellence Integrity Respect Passion Leadership Transparency MISSION, VISION & VALUES: Here lies the key difference between charities & not-for-profits and they re for-profit counterparts. While many for-profit companies have a mission and vision statement, this is not the main source of monitoring and measurement for the organisation. The main focus of monitoring in a for-profit is to ensure that profit and tax are in line with the company s financial projections and that the legal obligations required by legislative and companies code requirements are recognised. In charities & not-for-profits, the vision, mission and values are the real drivers of the organisation (or should be). The strategic plans that fallout from vision and mission becomes the key performance indicators (KPI s). Strategic plans do not mean the operational plans they are the broad overarching strategies that the organisation has. For example, Nelson Softball Association 2008 Inc has a mission To create a welcoming environment by providing quality management, facilities and opportunities for our stakeholders then the KPI is not going to be how much profit we made it is going to be about the impact the organisation has had with inspiring people within our sport though providing quality management, facilities and opportunities. ROLES, RULES AND RESPONSIBILITIES: Having very clear roles and responsibilities for the board and management avoids uncertainty and confusion. Statutes and regulations the organisation must adhere to Constitution and/or rules of the organisation Codes of behaviour Role descriptions for board members, committee chairs and chief staff officer. New board members should not only be made to feel welcome, they need to aware of the protocols that govern the organisation and have an understanding of what conduct is expected prior to the first board meeting. An induction program should be designed to introduce the new board member; usually this is undertaken by the chief staff officer and/or the chair. There is no one right way to operate a board; it is likely that the roles and responsibilities may change over time. The board will decide annually whether they need to revisit the roles and responsibilities statements along with reviews of the Rules.

2 CODE OF CONDUCT: A board member: 1. Must act honestly, in good faith and to the best of his or her ability in the interests of the board. 2. Is accountable and takes responsibility for organisational performance. 3. Must not make improper use of information acquired as a board member or take improper advantage of their position as a board member. 4. Must not allow conflicting interests or personal advantage to override the interests of the board. 5. Must ensure confidential information remains the property of the board. It is improper to disclose it unless disclosure has been authorised by the board or the person from whom the information is provided or as required by law. 6. Should not engage in conduct likely to bring discredit upon the board. 7. Has an obligation to comply with the spirit, as well as the letter of the law and with the principles of any codes. 8. Must put the interests of the board before their own or those who have nominated them. 9. Make sure the board is competent and is devoting its best endeavours in the interest of the organisation. 10. Understand their legal obligations. 11. Make sure the organisation is financially viable, properly managed and constantly improved so as to protect and enhance the interest of its members. 12. Make sure that all members are treated fairly according to their rights. 13. Make sure that if a benefit is to be received by a board member or an associated person, it is declared, even if law does not require this. 14. Needs to acquire knowledge about the business of the organisation. 15. Must insist on being able to access all relevant information that is to be considered by the board. 16. Make sure that relations between the board and the auditors are open, unimpeded and constructive. 17. When sitting on other boards, needs to be sure that the values are compatible. 18. May need independent expert advice from time to time. This should be done if board approval has been given. CONFLICT OF INTEREST STATEMENT: Board members of the Nelson Softball Association 2008 Inc will adhere to the following principles: 1. Board members must not take improper advantage of the position to gain, directly or indirectly, a personal advantage or an advantage for any associated person, which might cause detriment to the board. 2. Board members should seek to avoid conflict of interest wherever possible. Full disclosure of any conflict, or potential conflict, must be made to the board. 3. In considering these issues, account should be taken of the significance of the potential conflict for the board and the possible consequences if it is not handled properly. 4. Where a conflict does arise, the board must consider whether to refrain the member from participating in the debate and/or voting on the matter, whether to be absent from discussion of the matter, whether to arrange that the relevant board papers are not sent, or, in an extreme case, whether to have the board member resign from the board. 5. Where the board member chooses him or herself to be absent from the meeting, consideration should be given as to whether expertise that would be contributed by the board member is otherwise available. In the case of a continuing material conflict of interest, the board member should give careful consideration to resignation from the board. 6. The chief staff officer must always be alert to the potential for conflict of interest between management interests and the board member s fiduciary duties. ROLE OF BOARD MEMBERS: Board members need to: Remain loyal to the decisions of the board, even where they may not have agreed with the decision. There needs to be a sense of group responsibility for the board to maintain mutual respect and continue working together positively Have an affinity with and commitment to the values of the organisation.

3 Select and evaluate the chief executive. Align to the mission and vision. Be active in strategic direction setting and formulation. Make sure a realistic budget is developed. Ensure legal and financial obligations are met. Monitor performance, efficiency and effectiveness. Be alert for risk. Attend board meetings and organisational activities. Ask questions and insist on answers. Maintain confidentiality with regard to board deliberations. (The board as a whole may determine that summary minutes are circulated to non board members, or that specific issues are communicated to staff or stakeholders it is not for the individual board member to do so.) Act with integrity. Support the chief staff officer. Read carefully the board papers which you are sent in advance and trying to resolve points of clarification before the meeting. Retain your sense of humour. Your point is more likely to be understood and have impact if you keep it reasonably short. Avoid interrupting others to make your contribution and do not let others interrupt you. Fall in with the majority if it helps the meeting to progress. ROLE OF THE CHAIR: Inside the board room 1. Consider the right matters Lead the board - to consider and agree on what the board plans to do. Make sure that the board is dealing with the matters it says it is going to and that management is managing properly. 2. Consider matters properly Time Allocation follow the 80/20 rule, 20% on compliance and monitoring, 80% on strategy and policy. Right Information the board needs to decide what information it needs. Never leave it to management to decide what information the board should have. Setting the Agenda the chair takes the lead and should meet and discuss with the management prior to the board meeting. Exercise authority over the meeting and lead the meeting. Do not allow any one board member to dominate. Protect minority opinion and not allow debate to be shut down prematurely. 3. Come to clear conclusions Board Papers insist on a briefing note for every agenda item, each with a clear management recommendation. Avoid Formal Votes these can be time-consuming, divisive and can undermine team spirit. When consensus is achieved ask, can we now endorse the recommendation? 4. Monitoring Minutes guide on style and length, record actions to be taken. Incorporate an action list Reports specify reporting requirements, make sure strategic plans that aligns with values and that outcomes are identified. Outside the boardroom Develop an effective working relationship with the chief staff officer. There are many things, which a chief staff officer cannot discuss with subordinates and the chair is usually the most readily available, and most suitable, confidant. Make sure that in the course of chairing meetings, there are no surprises tabled on the day. All matters should be foreshadowed. Act as the public face of the organisation, be a loyal and staunch supporter.

4 THE EFFECTIVE CHAIR: An effective chair never forgets it is the job of discussion groups or committees to discuss, and the job of board meetings to decide. Board meetings are NOT the place for board members, to: Gain new knowledge or broaden their understanding. Evolve fresh ideas. Formulate statements, reports or recommendations. It is the responsibility of individual Board members to obtain the material they need prior to the meeting. If a board member needs additional information they should seek it out by asking the chair and/or the chief staff officer to provide it. Competing Responsibilities that Require Balancing For meetings to achieve their main objective, the chair must carefully balance competing responsibilities: The chair must be close to management but impartial. He or she must foster close contact with management to ensure the board knows the real issues, while staying separate from management, to maintain a sense of impartiality and the ability to fairly assess its relative efficiency. Meetings must be strategic but workable. Board meetings must rise above the day-today detail as they require the creative, strategic thinking of board members. But, at the same time, they need to contain enough detail to guard against poor judgements that might result in impractical or unworkable decisions. Board discussions must be diverse but unified. It is essential that dissent is safe and genuine diversity of views is promoted to allow for creative tension to spark better performance. At the same time it is important to maintain a functioning, unified board, characterised by trust and respect that can work together. Meetings aren t simply about form or process, they must involve real substance. Meetings should be conducted in accordance with the organisation s constitution, the applicable statutory provisions, and in reasonable time frames, but at the same time they must not shut down relevant and useful discussion. Over-use of formality in meetings can reduce the potential for valuable interactions between board members and board members and management. Conversely, too much informality can detract from the seriousness or integrity of the meeting. ROLE OF THE MINUTE SECRETARY: Responsibilities and Duties The minute secretary should: Collect and collate reports from office bearers Take all minutes of meetings Write up all minutes as soon as possible following meetings Read and file correspondence promptly Knowledge and skills required Ideally the minute secretary is someone who: Can attend the majority of meetings Can maintain files as required Can maintain confidentiality on relevant matters ROLE OF THE SECRETARY: Responsibilities and Duties The Secretary should: Prepare the agenda for the association meetings in consultation with the Chairperson. Make arrangements including venue, date, times and hospitality for club meetings. Send adequate notice of the meetings. Collect and collate reports from office bearers.

5 Call for and receive nominations for committees and other positions for the club/group AGM. Take the minutes of meetings. Write up the minutes as soon as possible after the meeting. Read, reply and file correspondence promptly. Collate and arrange for the printing of the annual report. Maintain registers of members names and addresses, life members and sponsors. Maintain files of legal documents such as constitutions, leases and titles. Act as the public officer of your club/group liaising with members of the public, affiliated bodies and government agencies. With Associations - process transfer applications; enter teams in competitions; represent your club/group at Association meetings; obtain Association sanction for club/group events; communicate information between Association and club/group members, such as event deadlines. Other tasks: handle bookings and entries; supervise uniforms; respond to general duties as directed by the association. Help to maintain the association website Knowledge and Skills Required Ideally the Secretary is someone who: Can communicate effectively. Is well organised and can delegate tasks. Can maintain confidentiality on relevant matters. Has a good working knowledge of the constitution. ROLE OF THE TREASURER: Responsibilities and Duties The Treasurer should: Keep the club s books up-to-date. Keep a proper record of all payments and monies received. Make sure financial reports are available and understood at all committee meetings. Show evidence that money received is banked and documentation provided for all money paid out. Ensure that information for an audit is prepared each year. Arrange the audit. Give Treasurer s report at regular meetings and when required. Produce an annual financial report. Send out accounts. Pay the bills. Knowledge and Skills Required Ideally the Treasurer is someone who is: Well organised. Able to allocate regular time periods to maintain the books. Able to keep good records. Able to work in a logical orderly manner. Aware of information, which needs to be kept for the annual audit?

6 ROLE OF CHIEF STAFF OFFICER: The Chief Staff Officer is the organisational position charged with the responsibility to carry out the strategic plans and policies as established by the board. The Chief Staff Officer s role encompasses a wide range of management functions including: Leadership Advises the board Advocates and promotes the values, vision and mission Supports motivation of employees in the organisations services, programs and operations Visionary information bearer Ensures staff and board have sufficient and up-to-date information Looks to the future for opportunities Interfaces between the board and staff Interfaces between board, members, government and community Decision maker Formulates policies and planning recommendations for the board Decides or guides courses of action by staff Manager Oversees operations of the organisation Implements plans Manages human resources Recommends yearly budget for board approval and prudently manages the boards resources within those budget guidelines Oversees design, marketing, promotion, delivery and quality of programs and services Board developer Assists in the selection and evaluation of board members Makes recommendations, supports the board during orientation and self-evaluation STRATEGIC PLANNING: Strategic planning is an organisation's process of defining its strategy, or direction, and making decisions on allocating its resources to pursue this strategy, including its capital and people. All strategic planning deals with at least one of three key questions: 1. What we do? 2. For whom we do it? 3. How are we to excel at what we are doing? STRATEGIC PLANNING THE BASICS: Step 1 Establish the values Step 2 Undertake an environmental scan. Step 3 Develop vision & mission statements Vision what we are going to accomplish Mission what we are going to do to accomplish the vision Step 4 S.W.O.T. Analysis (strengths, weaknesses, opportunities and threats) Step 5 Strategy, goal and objective setting Step 6 Implementation Step 7 Monitoring (corrective action) STRATEGIC PLAN REPORTING: The strategic plan forms part of the conforming part of the agenda as well as the transforming part. The board needs to monitor the performance of the organisation against the strategic plan. For this reason, the report from management should dutifully follow the strategic plan so the board can identify areas where remedial action or new strategies are required. Reports need to relate directly to the goals and objectives of the strategic plan and reviewed at each board meeting. A template for reporting needs to be established. The template states the values,

7 vision, mission, goals and objectives of the organisation. The management report is provided at each meeting giving details of relevant activities and measuring the success, or otherwise, of current strategies in meeting the objectives. THE BOARD MEETING: Members of the board do their work, primarily in board meetings. Meetings should be highly participative with focused deliberations that result in strong, strategic decisions. The meeting agenda is an all-important tool to ensure the board participates at its full potential. Board meetings should be stimulating and exciting, to achieve this, the 80/20 (conform/transform) rule should be applied. 20% of the meeting should focus on the conformance issues (monitoring and compliance), and 80% on transforming (strategy and policy). CONFORM: Provide accountability Report to Shareholders/Members and other stakeholders (creditors, staff, customers community, law) Ensure legislative & regulatory compliance Review audit reports Monitoring and supervision Executive performance Review results Monitor budgets Investigate and check corrective action TRANSFORM: Strategy formulation Set corporate direction (mission, vision, values) Initiate & review strategic planning Determine strategy Policy making Approve budgets Determine remuneration policy for senior executives Decide corporate policy Board Handbook Create corporate culture THE BRIEFING NOTE: Every agenda item should have a briefing note. The briefing note provides an indication to the board member what is expected of them. Background papers provide the information needed to make a decision. A recommendation or expected outcome should be provided. The recommendation should be considered just that, a recommendation. It is not important if the board members find an alternate solution, in reality board members agreeing on a different solution is an indication that they are fully engaged in the process and applying their skills to achieve the best possible results. Additional information should be provided where appropriate. This information can be appended to the briefing note. Purpose: To provide an overview of the reason and rationale of a briefing note. Background: The briefing note can be used to provide information to enable the board to be prepared and forewarned regarding matters for decision. The background should give a brief and concise overview. It should provide the context for subject under discussion. Issues: Each of the issues needs to be summarised preferably in point form. If required, supporting documents may be attached. Outcome: The author should provide a recommendation for the outcome required. If undecided, several options could be explored. By having an outcome specified the board members will be able to consider the merit of the result. Resolution/ Recommendation: If a resolution is required, this should be proposed.

8 SETTING A GOOD AGENDA: ANNUAL WORKPLAN A timetable determined with specific items for inclusion identified. Circulated at the start of each year to maximise the effectiveness of board members. RELEVANT CONTENT Well in advance of the meeting, the chair should meet with the chief staff officer and confirm the content, order and pace of agenda items. This includes items from the annual work plan, items from previous meetings and new items. Members of the board and management should be invited to submit their items for inclusion in the agenda; the chair has the ultimate responsibility for determining the agenda items. SORTED AND PRIORITISED ITEMS The agenda should be sorted and prioritised. EFFECTIVE BOARD PAPERS Effective papers should have the right balance between data and detail, analysis and insight. The level and quality of information that management supplies to the board is a major issue for any board. The board should get all of the information that it needs to enable it to fulfil its duties. What this means, in practice, is a matter of individual judgement for those concerned. Too much information can distract and snow the board, while too little can lead to simplistic or superficial decision-making. It helps if management has a clear understanding of the role and duties of the board so that it can anticipate its needs and make the right information available. It is also very important to ensure that the appropriate members of staff are available to attend board meetings to discuss papers or agenda items if needed. The better the information, management insights and advice available to the board, the better the decisions that will be made. TIMED ITEMS Agenda items should be timed to signal their relative importance and checked off against a running sheet in the meeting to ensure its orderly progress. POLICY GOVERNANCE: The policy governance model for not-for-profit boards was originated by Dr John Carver. The basic premise is that the board tells the chief staff officer what is to be achieved and establishes the boundaries for implementation. The model has been successfully modified and used by many successful organisations. HOW IT WORKS? All agenda items and discussions aim to create policy. The board identifies the result required, and then creates a policy to tell the chief staff officer what he or she cannot do to achieve this goal. That is: Identify the outcome - Specify what chief staff officer CANNOT do to achieve the outcome. Start with the largest issues first, and then move onto smaller issues. For example, if the policy relates to an organisation growing membership, the board should consider what it would NOT accept in achieving this goal? WILL IT ALLOW? Membership fees to be discounted? New membership categories to be created? THE POLICY MAY LOOK SOMETHING LIKE THIS: POLICY: MEMBERSHIP GROWTH The chief staff officer will actively pursue membership growth In pursuit of membership growth, the chief staff officer will not: 1. alter or change membership fees without approval from board 2. create new membership categories without approval from the board Keep asking; are we happy for the chief staff officer to make any decision within these boundaries? If not, refine until you are comfortable.