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The Most Important Document of the Board

Whenever a group of intelligent, communicative, assertive, and visionary people get together, interpersonal dynamics come into play. People can jockey for position, promote personal agendas, and digress from relevant topics. This may sound like a normal board meeting, but boards which operate at this level run a great risk for both the organization and the staff.

The Board's first responsibility is to assure the “moral owners” that the organization is doing what it promised. Secondly, the board must protect the organization from the board itself. Boards can create organizational turmoil and catastrophe by behaving contrary to ethical board principles.

The absolute best way for a board to avoid this risk is to establish sound board processes, prior to negative situations arising. If the board codifies these processes, prior to any particular event becoming personalized, they have demonstrated their fiduciary responsibility to protect the organization. Many boards believe they have protected the organization against these issues in their bylaws, only to find out that the bylaws did not mention the situation in which they now find themselves.

The codification of the board processes is contained in a board policy document or manual, which should be separate from the bylaws. This policy document should have your board code of conduct, a statement of the purpose of the board, meeting processes and schedule, conflict of interest policy, board recruitment processes, board discipline processes, board job description, board term limits, the statement of faith, board member qualifications and exclusionary statements, and any other pertinent topics that the board feels are critical to its operations. The policies should be stated in such a way that the board will be able to quickly access the information and evaluate if a policy violation is taking place.

Also included in this manual should be a process for the board to evaluate itself against the policies. Research has shown that highly effective boards have created a method to evaluate itself. The board policy document provides a framework to begin this process. In other words, this document cannot be allowed to become a “doorstop.”

To prevent the document from becoming irrelevant, a proactive board will periodically establish an agenda item to review the policies and will also evaluate their behavior against these policies. Self-policing by the board is critical and yet most boards have never established a method of accountability. It is my belief that the reason boards do not examine themselves is because they have never created benchmarks for which to aspire. This benchmark can be created when the board writes board governance policies. That is why the board policy document is the most important document of the board.

Bruce E. Cole is Manager of Professional Development Services in the Sanctity of Human Life Department at Focus on the Family. He has been Executive Director for two Pregnancy Resource Centers, is a former pastor, and holds a Master's Degree in Organization Development from Central Washington University. Bruce can be reached at [email protected]


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