Q: I currently serve on the board of a Christian high school and I volunteered to work on the policy committee. Apparently, our board policy manual has been praised by our accrediting agency, but looking at it, I’m confused. There are 20 pages dedicated to the “executive limitations of the CEO.” Do we really need this in our board manual? I appreciate the appropriateness of the policies related to the CEO’s interaction with the board, but I question the need for the policies about management of the school, student behavior and disciplinary actions. What’s not there is equally concerning to me. For instance, there’s not even a meeting or voting policy. Finally, we recently added new board directors and I realized that the policy manual says nothing about desired and/or required qualifications beyond being Christian.

Am I overthinking this? What do you think about it? Also, are there any resources to which you would refer our committee?

 

A: It sounds like your board adopted the Carver model at some point. John Carver’s Policy Governancewas widely used across the sector in the early 90’s because it clearly – some today would say “rigidly” – delineated the different roles of the board and executive director. The board’s job was to define the desired end results and the parameters within which the executive director would work to achieve those ends. The board was to then codify the parameters in policy statements, which were in essence “executive limitations.” The executive director’s job was implementation. He or she had the exclusive right to choose the means to get to the board-determined ends. The fact that your policies cover management, student behavior and discipline indicates to me that the board directors that wrote them saw having input into those operational issues as critical to their responsibility for governing the school.

Whether these policies belong in the board manual today depends on how it is currently envisioned and used. If it is to be a manual for how the board does its own business, I would pull the organizational and educational policies out and refile them in their own manual(s). If the manual is to reflect all of the policies the board created over the years and serve as a single repository – which might make retrieval easier – then the manual as it exists now makes sense. I would start by ensuring that the entire committee is in agreement regarding what it wishes to accomplish with its board manual going forward and the format that will most readily help you accomplish that.

I would agree with you that the manual as it stands seems to be missing some key policies. Your examples of voting and meetings are so basic that I’d start by researching whether these are dealt with in your bylaws. Many organizations include those there, along with such things as quorums, attendance and terms. Minimally, some of the other board policies I would want to see included are:

  • Conflict of interest (required)
  • Whistle-blower (required)
  • Records retention (required)
  • Confidentiality
  • Transparency
  • Inclusion and non-discrimination
  • Speaking on behalf of the organization – who, when and what
  • Expected financial contribution
  • Expected committee involvement
  • Expected preparation prior to meetings
  • Expected participation in organizational events
  • Use of electronic media – when and for what purposes
  • Sabbaticals if a board director must take an extended absence
  • Appropriate interaction between board directors and staff other than the executive director
  • Evaluation and compensation processes for the executive director
  • Evaluation and compensation processes for board directors
  • Board directors working for the organization as either direct service volunteers or paid staff
  • Harassment and non-fraternization
  • Grievance protocols
  • Decision-making protocol
  • Fiduciary responsibilities, including review of 990s
  • Investments – accepted risk and review processes

Besides determining those policies that might be missing, this is a good time to review the policies you currently have to determine if they are still relevant for your organizationand that they say what you want them to say in the way you want them stated. BoardSource has a policy templates book – The Nonprofit Policy Sampler – you might find helpful to this process. In addition, next month in this column I will offer some thoughts for your consideration when developing policies to meet today’s reality.

As to your policies regarding qualifications for board service, I would definitely consider things beyond just being Christian. In fact, I think that’s a qualification that might be quite limiting, though certainly you have a lot of room for diversity within that classification. You can look for people who share your organizational values. We know that passion for mission is the number one indicator of board director success, so that might be on the list of qualifications. Since the organization is a high school, you might want directors with a minimal level of education. You might also want to limit the number of other boards a director concurrently sits on to make it easier for the director to meet his/her duty of loyalty to your organization. And, so on. This is a great discussion topic for your committee, if not the entire board.