The document discusses what makes an effective board, including providing clear direction and oversight, accountability, ongoing education, and commitment to the organization's vision and members. It also covers the roles and responsibilities of boards and management, as well as best practices for board recruitment, meetings, and governance. Effective boards establish policies, hire and supervise leadership, and work to advance the organization's strategic goals.

1. EFFECTIVE BOARDS
Mark Ventry
Executive Director,
Ontario Co-operative Association

2. INTRODUCTIONS
• Roundtable:
– Identify: Your name, please!
– Define: What does “effective board” mean to you?
– Explain: What is your role on/with a board of directors?

3. What does “Effective Board” mean?
• Provide clear direction • Accountability and financial understanding
• Have Sufficient resources • Mentoring and support to each other
• Prudent oversight • Willingness to learn; ongoing education
• Don’t micromanage • Set policy not procedure
• Use action item lists: Did I do my tasks? • Sit in different chairs at each meeting
• Effective communication between board • Good listening skills
and management • Embrace diversity
• Ability to debate, discuss and disagree as a • Keep board and management duties separate
board, then move forward • Respect board confidentiality
• Establish committees to move forward as • Maintain a board “memory” (some longer
required term directors, for example)
• Positive relationship between staff and • Commitment
membership • Host ‘blue sky sessions’ now and then
• Remain true to vision, mission • Manage succession planning and turnover
• Act in the best interests of co-op & • Be aware of differences between operational
members and governance boards
Summary of comments made at London Regional Co-op Conference, October 30, 2012

4. • Clarity: Types of boards: governance, operational …
• Consideration: Changes in a board over the lifecycle
of organization: start-up, established, renewal,
growing …

5. • Types of boards: governance/policy, operational …
• Be aware of changes in a board over the lifecycle of
organization: start-up, established, renewal or growing.
• Co-op boards must be accountable to members and
abide by co-op principles
• Triple bottom line: social, environmental, economic
(people, planet, profit)

6. ROLE OF BOARD AND DIRECTORS
Four key areas: BOARD:
– Leadership What is to be achieved? For whom and
at what cost?
– Stewardship
MANAGEMENT:
– Monitoring How will it be achieved?
– Reporting
BOARD “owns” Vision, Mission and
Values (the ‘ends’)
MANAGEMENT “owns” Strategic Plan
(the ‘means’)
 It is far more difficult to lead than to do!

7. VISION, MISSION AND VALUES
VISION:
Where do we want to be in the
future
MISSION:
Why do we exist? And for whom?
VALUES:
What essential beliefs guide our
decisions/actions?

8. KEY SUCCESS FACTORS
An effective board has …
 Outstanding leadership
 Unquestioned legitimacy and effective power
 Enlightened definition of function, role and responsibilities
 Outstanding competence
 A supportive, functional culture; and
 Efficient management of function, structure and process
From: MAKING BOARDS WORK, Richard Ivey School of Business, University
of Western Ontario, Canada

9. DIRECTORSHIP COMPETENCE MAP
Strategic
Leadership
planning & thinking
Finance Directing
change
Co-op Business know-how Dealing with
& industry people Boardroom
knowledge practice
Market
Being a Director
Corporate Teamwork
awareness Influencing
governance & negotiating
Personal
Self development
perception
Presentation
Judgment
& decision
making
Managing
Interpersonal
workload &
communication
pressure

10. ROLES: Board
• Trustees for membership
• Ultimately responsible for legal and regulatory compliance
• Hire and supervise CEO/GM/ED
• Strategic planning
• Financial overview
• Set policies
• Ensuring own effectiveness
• Agree/Disagree: What else?

11. ROLES: Management
• Implement financial controls and management
• Implementation of policies and board directives
• Day to day operations of organization
• Hire and supervise staff
• Create practices
• Agree/Disagree: What else?

12. EMPOWER & EDUCATE DIRECTORS
• Provide new Director orientation
• Provide ongoing board training/education to all board members
• Hold an annual planning retreat; develop plans, deepen
relationships
• Role of an Environmental Scan
• Review and monitor strategic plan regularly; awareness of
organization and its goals
• Encourage board members to proactively share ideas for
enhancing the organization’s and the board’s effectiveness
• Do not set the stage for the board to rubber stamp staff
initiatives!

13. Board Recruitment and Succession
Planning 1 of 2
Where it starts, or where change can really be effective!!
Role of the Nominating and/or Governance Committee
• Develop a list of the expertise and skills required
• Create an inventory/matrix
• Communicate the skills desired and pursue candidates
• Part of ongoing membership communication
• Treat recruitment as a serious task; develop a plan and
timeline
• Develop a plan to increase the skillset of existing board
members

14. Board Recruitment and Succession
Planning 2 of 2
Role of Youth
• Youth Director - vote/non vote, (token???), path
to/from Youth Committee, etc
Diversity –
• Is the board reflective of membership
• Skillsets, capabilities and attributes of board
members
Board Terms
• Maximum terms – useful?
• Knowing when to leave, before being asked.

15. Conduct Effective Meetings 1 of 4
An Effective Chair…
• Will help the Board fulfill its role in a timely and sustainable
manner.
• Is Task and goal focussed
• Understands the organization’s and/or sectoral issues
• Is focussed on people: awareness of speaking and personality
styles; encourages contributions
• Is conscious of succession planning; mentoring for the role; board
member aspirations to advance
• Is in effective and regular communication with Management

16. BARRIERS TO EFFECTIVE
GOVERNANCE
 Ineffective leadership
 “Representational mindset”
 Lack of sustained commitment to Vision, Mission, Values
 Unclear definitions of functions, roles and responsibilities
 Lack of clarity between role of management & Board
 Lack of mutual trust within Board and between Board & Mgmt
 Imbalance of skills/competencies
 Poor information management (too much/too little)
 Burnout of Board members
 Turnover of Board members and little/no corporate memory
 Lack of succession planning

17. Conduct Effective Meetings 2 of 4
Effective Agenda
• Use a consent agenda (see next slide)
• Allocate time, and then stay on time during meeting
• Include background information in package.
• Make pre-reading mandatory
• Have package in directors’ hands 7+ days in advance
• Monitor discussion, call for vote when discussion repeats or
gets off topic
• Put largest board issues at the beginning of the agenda; less
consequential matters at the end of the agenda.

18. Consent Agenda
A consent agenda (called a “consent calendar” by Roberts Rules) is
a bundle of items that is voted on, without discussion, as a package.
It differentiates between routine matters not needing explanation
and more complex issues needing examination.
The main purpose of a consent agenda is to liberate board
meetings from administrative details, repetitious discussions, and
misdirected attention. The main benefit is better governance.
Consent agendas allow the board to regularly dig deeper on
strategic issues rather than take a superficial pass on a lot of issues.
More information: http://www.boardsource.org/Spotlight.asp?ID=116.365
More information and an example: http://www.help4nonprofits.com/UseItToday/UseItToday-
Consent_Agenda.htm

19. What Belongs on a Consent Agenda
Typical consent agenda items are routine, procedural decisions, and
decisions that are likely to be noncontroversial. Examples include:
• Approval of the minutes;
•Final approval of proposals or reports that the board has been
dealing with for some time and all members are familiar with the
implications;
•Routine matters such as appointments to committees;
•Staff appointments requiring board confirmation;
•Reports provided for information only;
•Correspondence requiring no action.
 Board packages must be complete and sent out in advance so that
directors are aware of agenda items and can read their material!

20. How Are Consent Agenda Items
Typically Handled?
• At the beginning of the meeting, the chair asks members what items they wish
to be removed from the consent agenda and placed on the regular agenda for
discussion.
• If any member requests that an item be removed, it must be moved to the
regular agenda without further discussion.
• The chair asks for adoption of the consent agenda, and then moves on to the
next regular agenda item.
• When preparing the minutes, the Secretary includes the full text of the
resolutions, reports or recommendations that were adopted as part of the
consent agenda.
It is important to make sure that all directors know what items belong on the agenda and how to move
items to and from the consent agenda. For this reason, instruction on using the consent agenda should
be part of the board orientation program.

21. Conduct Effective Meetings 3 of 4
Effective Minutes
• Reflect substance of the discussion and result (action, motion,
to table, etc.)
• Consider using a recording secretary
• Determine action items from each meeting
• In camera sessions – maintaining minutes?

22. Conduct Effective Meetings 4 of 4
Use of Committees
• Ad Hoc vs Core Committees
• Use of operational committees to fill voids in
management
• Member and stakeholder engagement
• Pathway to sitting on the board?

23. Board Best Practices 1 of 4
1. FINANCIAL - Ask questions. As examples:
• What concerns, if any, do you have about the financial position of
the organization?
• Please explain significant variances from the budget. (While
income may be difficult to budget, expenses, in most cases, should
match closely to expectations.)
• Are you confident that cashflow from normal sources will be
sufficient to meet needs in the foreseeable future?
 Determine key results areas, ratios or other methods of ‘scoring’
and monitoring the organization financially.
LEARN about financials, from your Chair, other board members with
financial expertise or the treasurer or CFO.

24. Conduct Effective Meetings 2 of 4
2. MONITORING AND EVALUATING THE CEO
• Balanced scorecard – BENCHMARKS - update on plans and
direction; financial goals
• Frequency - monthly, quarterly
• CEO evaluation – quarterly, yearly (benchmarks)
• When to look for a replacement

25. Conduct Effective Meetings 3 of 4
3. ESTABLISH A LESS IS MORE PHILOSOPHY
• Facilitate a ‘Start, stop, continue’ exercise for board activities
• When to consider:
• Fewer board members (more work, but better relations?)
• Fewer or shorter meetings (become more focussed on what is
important; downside…?)
• Spend less time on operations and board roles (fundraising,
committees, etc)

26. Conduct Effective Meetings 4 of 4
4. TAKE EVALUATION SERIOUSLY
• Self evaluation and/or board (group) evaluation
• Expectations – what to do with the results
• Frequency (after each meeting, quarterly, yearly)
• Process – public, confidential, use facilitator, use an off the
shelf solution
• How to move from survey results to an action?
• …Otherwise, why bother surveying…
• Revisit action plan quarterly

27. Promote Member Engagement
Discussion: How to get member buy-in

28. Presented by:
Mark Ventry
Executive Director,
Ontario Co-operative Association
mventry@ontario.coop
www.ontario.coop