Domain 5: Governance & Structure Flashcards
Communities of practice
Groups of people who gather together to accumulate and share their collective learning. Typically self-forming.
Consent agenda
“Batched” list of items for approval by the board or committee. Items in the batch are routine, non-controversial items that require approval. All items are provided in writing before the meeting.
Contracts: affiliation agreements
MOU or partnership between the parent organization and its affiliates or chapters. The contract should bind both organizations and set forth how each is to be governed, and how the chapter is permitted to use the name of the parent.
Dialogue before deliberation
On key issues before the association, the leadership should engage in a dialogue with the members at large, then bring what was learned in that dialogue into the board room for deliberation on the issue. The process keeps the governing body relevant to the membership and keeps the membership engaged with the organization.
Governance
The board is the chief governing body, ensuring that the organization achieves what it should and avoids unacceptable stituations.
Governance: Transparency
Transparency involves operating in an open, accountable manner and providing the public with information it can use to evaluate the organization’s performance.
Actual Authority
If a chapter has actual authority, the national or international organization, along with the chapter, will be responsible for obligations incurred.
Apparent Authority (as it relates to parent/chapter relations
May be inferred by a third party where the national organization permits teh chapter to behave as if it has actual authority.
High-Impact Board
- A strategic framework that is clear & detailed.
- A detailed design of the board’s governing work.
- Standing committees that serve as powerful governing engines.
- Board self-management and performance accountability.
- Strong support from a board-savvy CSE
Sarbanes-Oxley Policies
- Create an Audit Committee
- Adopt a code of ethics for senior officers and directors
- Establish a document management policy to guide employees in handling and disposing of documents
- Adopt a form of employment policy and procedures to encourage internal disclosure or misconduct or mishandling of funds, ensure funds are properly handled and that any certification or reports made to funders
- Conduct internal reviews.
Heirarchy of Documents
- Articles of Incorporation
- Bylaws
- Policies
- Procedures
- Practices
Articles of Incorporation
An agreement between the association and the state defining the organization’s legal purpose and its tax-exempt status; establishes the legal basis for the organization’s existence.
Bylaws
An agreement between an association and its members, defining who can participate in the association and how they do so. Member eligibility and classes, officers, and standing committees are key provisions found in the bylaws; it is 2nd in the heirarchy.
Policies
set parameters or specific mandates for action and decision-making. The board’s policy manual is third in the hierarchy, followed by the board manual.
Procedures
Step-by-step processes detailing how to accomplish tasks in the organization. Procedures are operational in nature and not considered governing documents.