Responsible Decision-Making
What staff members will
learn:
What board members
will learn:
 The role of a governance
 Your role and duty as a
body
 The importance of
ensuring members
understand that role
 How to select members
that are best-suited to
your work
 Board processes that will
improve decision-making
member of a governing
body
 The implications of that
role and duty on you and
the organization
 Good governance
practices that will
improve decisionmaking
Paper Trail
Questions
For a governing body to make responsible
decisions, we need to make sure we have the
right:
1. Structure
2. Function
3. Processes
...for our governing body...
 The context in which we work is always changing
 The work we do and the way we do it also changes
 Incorporated or unincorporated
 Every organization has different needs and wants
So the “right” stuff will be different for
everybody!
Building a Model for You!!!
 What decisions does the governing body make?
What decisions are delegated (to staff, committees,
volunteers....)?
 What are the governing body’s responsibilities and
limits in regards to operations?
 How will the staff and the body communicate?
What will the reporting relationship be?
 Most governing bodies start informal and become
formal
 Numerous models and different definition of each
 Always growing and changing; prescribe to a specific
model as an aspiration but accept likelihood of hybrid
 Outline expectations, roles, requirements....
 Size and composition of body
 Length of tenure
 Quorum and voting procedures
 Other unique characteristics
 Roles and Responsibilities, ie. Committees: executive
vs. working (oversight vs. operation)
 Understand and define in writing the mandates of:




Board
Committees
Chair
Directors
 A code of conduct: to lay out ethical behaviour
including repercussions, expectations; championed by
board; with provision for whiste-blowing
The Right People!
How can/does/should your
group determine this?
What qualities and experience
can/do/should you seek out in
potential members of you
governing body?
What are the particular
challenges a youth-led faces
and how do you tackle these
challenges?
Professional Qualities
Personal Qualities
 Has experience in....
 Strong commitment to
 Has served on our board
work and community....
 Empathy for fellow
directors....
for # of terms.....
The Fiduciary Role
What does fiduciary mean?
What does it mean for the group or organization and the
work being done?
What does it mean for members of your governing
bodies, in particular board members?
What are the implications of this role on decisionmaking?
 Honesty and integrity
 Best interests of the organization
 Duty cannot be delegated
 No-conflict rule
What is a conflict of interest?
How do you determine if you have one/a member has
one?
What can be/is/should be your process when a conflict
of interest arises?
What challenges come about when dealing with COIs
and how do you address them?
 Competence
 Obedience
 Be informed/aware
 Exercise power—make decisions!
 Act in accordance with the Standard of Care: prudence
and diligence
 You can incur liability where conduct falls short
 Differs from province to province and depending on the
status of the organization
 Objective: degree of care and skill of a “reasonably
prudent person”
 Subjective: degree of care and skill as related to a
particular knowledge or experience, ie. position they
were selected for based on expertise—ex. Lawyer
 If a board allows an organization to function outside of
its legal purpose (letters patent, constitution,
charitable objects...) the board is liable for any
resulting loss or damage.
 Buuuuut......
 The Board can AMEND these documents.....
Risk
What is risk? Does your governing body have a
shared definition of risk? What is it?
Do you discuss risk as a/with your board or
governing body? What kinds of discussions
surround risk?
How important is assessing risk when making a
decision as a member of a governing body?
 Risk tolerance policy: appetite (willingness) vs.
Capacity (ability to handle)
 Based on finances, donor support, reputation,
credibility, experience and competence of staff and
volunteers
 Amount of $ willing to lose/forego, potential risk to
reputation, limits of ED’s authority, info board should
receive before making decisions
 Consider potential risk vs. Opportunity, alternatives,
worst case scenario, staff concerns and uncertainties
 Act within scope of governing policies
 Comply with laws, rules and regulations that apply to
work and group structure (incl. Legal status)
 Protect assets
 Provide reliable accounting
 Take steps to protect third parties from harm or
damage caused by your activities
Read your case study and answer the attached
questions
 Risk reports from staff
 Transfer it: share it with someone, like a partner or an
insurance company
 Mitigate it: procedures with checks and balances to
detect and reduce
 Accept it: When risk is minimal
 Should be compatible with your values
Core Responsibilities
 Expressed in MANY DIFFERENT WAYS and can
include a broad variety of tasks
 According to Management Advisory Services:
1. Direction
2. Oversight
3. Resources
4. Protection
5. Representation
 Involves things like mission, vision, values, operating
and strategic plans, budget, policies
How does/can/should your governing body engage with
your mission, vision, and values?
What role does the mission play in the rest of the
governing body’s work?
 Approve structures, roles and functions
 Assessment and evaluation of board, directors, ED,
operations, and strategy: Define reporting
requirements
 Study reports and ASK QUESTIONS
 Resource allocation
 Volunteers
 Fundraising
 Partnerships
 Trustee and funder relationships
 Community relationships
 Identify risks
 Develop policy and plans to mitigate risk
 Define limits of decision-making for staff
 Assess client and staff safety risks and develop
processes and plans to avoid risks
 Understand and represent community and
organization
 Community consultation/relations
 Outreach
 Partnerships
 Board renewal
Sustainability
Accountability
Representation
Decision Making
 Board members must be members of your
organization
 Option to have others be members of your
organization—stakeholders, supporters, community
members, youth....
 BUT REMEMBER—MEMBERS VOTE AT THE ANNUAL
GENERAL MEETING—QUORUM IS NEEDED TO VOTE!
What are requirements for membership? What are the
implications/concerns around this?
How and where do you engage with new board
members?
 Techniques
 Resources
What information do you provide your new board
members? How?
What resources are available to support this?
What are the right conditions for a vote? What is your
voting process?
board
Make a • Any
member
Motion
Debate
• Healthy and
open debate
• Change
wording of
motion if
necessary
Vote
• Secretary
reads final
motion
• Motion is
seconded
• Vote (and
dissent)
recorded in
minutes
 Opportunity for community to observe/larger
membership to participate in decision-making
 If larger membership outside of bar, they have vote on
matters presented at AGM
 Process like Board Meeting vote but OPENED up to
the floor
What assessment and evaluation does/can/should
your board conduct? What can/should be
evaluated?
How are these pieces evaluated? Against what?
Who conducts them?
How are results disclosed? What are the
expectations following an assessment?
1. Clear Decision making processes
2. Board norms for meeting prep,
attendance and participation
3. Clear agendas and well managed
meetings
4. Clear roles and responsibilities
5. Transparency
5. Act in interest of those you serve
6. Learn from past focus on the future
and get better at what you do
8. Always keep the big pic in mind
9. Speak with one voice or not at all
outside of your meetings
10. Hold each other accountable
ArtReach: GOAL Workshop on Nonprofit Board of
Directors Workshop (toolkit forthcoming)
Canadian Institute of Chartered Accountants: 20
Questions Series
http://www.cica.ca/publications/risk-andgovernance/item61006.aspx
Management Advisory Services (free consulting!)
http://www.masadvise.ca/
 Certified General Accountants of Ontario: Grassroots
Governance and the Nonprofit Sector https://www.cgaontario.org/Publications/Information_Booklets.aspx
 www.boarddevelopment.org
 www.hrcouncil.ca
 Society of Corporate Secretaries and Governance
Professionals
http://www.governanceprofessionals.org/society/Publicati
ons.asp?SnID=1711177690
 If you have any questions, comments, or
concerns, let me know!
Christa Romaldi, Agency Mentorship Program Coordinator
1652 Keele Street
Toronto, Ontario M6M 3W3
416-653-3311 or 416-779-1076
christa@foryouth.ca
http://foryouth.ca/community-engagement/1035-2/