sportlaw

1. www.sportlaw.ca

2. Directors

3. DIRECTOR • An individual who is a member of the board of an organization • Responsible for overseeing the operation of the organization on behalf of its members • Have a relationship of ‘trust’ with the members, from which arise legal duties • Role no different than for-profit corporation

4. LEGAL DUTIES OF DIRECTORS • Diligence to act reasonably, prudently, in good faith and with a view to the best interests of the organization • Loyalty  to not use one’s position as a director to further private interests • Obedience  to act within the governing bylaws and within the laws and rules that apply to the organization

5. ‘FIDUCIARY’ DUTY • To represent the interests of the members in directing the affairs of the organization, and to do so within the law.

6. PERFORMANCE EXPECTATIONS OF BOARD MEMBERS • Give ample notice, with reasons, if you are unable to attend a meeting • Everything that you would like to present to the Board, put in writing • Read minutes before the meeting, identify errors, and note actions that were to be followed up

7. PERFORMANCE EXPECTATIONS OF BOARD MEMBERS (cont’d) • Develop a working knowledge of meeting procedures • Keep delicate matters confidential • Participate in the maintenance of friendly, positive working relationships • Speak positively of the organization to the public

8. Boards

9. DEFINITION OF A GOVERNING BOARD “The governing board is the legal entity and authority for the organization it serves. It is an empowered body of persons charged, before the law, with the responsibility for and authority over the organizational structure created to fulfill the organization’s goals”

10. PURPOSE Establish and implement the organization’s mission through policy governance PROGRESS Set rate of progress of organization towards achieving mission through planning programs and services CONTINUITY Provide continuity by managing human and financial resources IDENTITY Confirm the organization’s identity in the community through advocacy ROLE OF THE BOARD

11. FUNCTIONS OF GOVERNING BOARD POLICY  setting governing documents and long-term plans PROGRAMS  planning, overseeing and evaluating activities and services PERSONNEL ensuring adequate volunteer and staff resources FINANCE obtaining and managing $$$ ADVOCACY liaising with members, funders, sponsors and the community

12. LINK OF ROLE AND FUNCTION PURPOSE established and implemented through POLICY PROGRESS purpose is achieved through PROGRAMS CONTINUITY administration/work of the organization requires PERSONNEL and FINANCE IDENTITY confirmed through ADVOCACY

13. BOARD MODELS Advisory Board • A group that has no governing role, but simply advises another entity that has authority Administrative Board • A “working” board, where board members perform both governance and management functions Policy Board • A Board that focuses on governance, leaving management to staff Collective • A group of people working together as a team to achieve an objective

14. CREATING POLICY IS THE PRIMARY ROLE AND FUNCTION OF A POLICY BOARD

15. The role of the Policy Board is to develop, approve, monitor, review and update POLICY. The is also called GOVERNANCE. The role of staff (and committees) is to implement policy. This is called MANAGEMENT. THE POLICY BOARD GOVERNANCE IS NOT MANAGEMENT

16. TYPES OF POLICIES • FRAMEWORK POLICIES – vision, values, beliefs, mission and mandate • GOVERNANCE POLICIES – organizational structure, roles and responsibilities, award and revoke privileges of membership, dispute resolution • OPERATIONAL POLICIES – operational details of programs, personnel, finance and advocacy

17. TYPES OF POLICIES • FRAMEWORK POLICIES – answers the question “why” • GOVERNANCE POLICIES – answers the questions “who” • OPERATIONAL POLICIES – answers the question “how”

18. BOARD-STAFF PARADOX • The Board has to both direct staff and support staff in their work. • Many Board members do not understand the difference between governance and management • A Board too involved in management may be “meddlesome” • A Board too focused on governance may be “careless” in their oversight role

19. VOLUNTEER Knowledge of the community, the membership, partners Public credibility and influence Collective wisdom and broad expertise Forward thinking STAFF Detailed knowledge of the organization Full-time commitment Specific expertise Ability to respond to volunteer strengths and weaknesses Day-to-day thinking BOARD-STAFF PARTNERSHIP

20. PLANNINGROLE Direct the planning process Staff Provide input to long range goals Both Approve long range goals Board Formulate annual objectives Staff Approve annual objectives Board Prepare performance reports Staff Monitor achievement of goalsand objectives Both ROLES & RESPONSIBILITIES

21. PROGRAMS AND SERVICESROLE Assess membership needs Staff Train leaders/volunteers Staff Evaluate programs and services Both Prepare program reports Staff Prepare budgets Staff Approve budgets Board Monitor expenses within budget Staff Approve extraordinary expenses Board Oversee audit of accounts Board ROLES & RESPONSIBILITIES

22. PERSONNELROLE Recruit and hire executive staff Board Recruit and hire all other staff Staff Determine staff compensation Board Direct work of other staff Staff Change staffing structure Board Settle disputes among staff Staff Manage volunteers Staff Recruit new Board members Board Recognize volunteers Both ROLES & RESPONSIBILITIES

23. BOARD AND COMMITEESROLE Appoint committee members Board Liaise with committee chair Board Plan committee structure Both Plan agenda for Board meetings Both Take minutes at meetings Staff Prepare Board meeting materials Staff Execute legal documents Board Follow-up on implementation ofBoard and committee decisions Staff ROLES & RESPONSIBILITIES

24. HELPING THE BOARD GOVERN MORE AND MANAGE LESS • With the Board, develop a comprehensive strategic plan and report regularly on progress made. • Give materials will in advance of Board meetings and identify specifically what items require Board attention. • Facilitate Board discussions to ensure Board stays focused on policy issues.

25. Governance

26. GOVERNANCE: “The processes and structures that a Board uses to direct and manage its general operations, programs and activities” GOOD GOVERNANCE: “… is about achieving desired results and achieving them the right way” DEFINITIONS

27. GOVERNANCE STARTS WITH THE BOARD … “The governing board is the legal entity and authority for the organization it serves. It is an empowered body of persons charged, before the law, with the responsibility for and authority over the organizational structure created to fulfill the organization’s goals” BUT IT’S ALSO ABOUT COMMITTEES, VOLUNTEERS, STAFF, PROVINCIAL ASSOCIATIONS, PARTNERS, MEMBERS

28. ‘KITCHEN TABLE’ ‘BOARD ROOM’ ‘EXECUTIVE OFFICE’ ORGANIZING Decision-making by volunteer executives Decision-making by volunteer board, assisted by professional staff Decision-making by professional staff in alignment with Board-determined strategic priorities PLANNING Ad-hoc planning Some planning Formal planning MEASURE SUCCESS Member satisfaction Administrative efficiency Competitive success ORGANIZATIONAL MODELS

29. COMMON ‘GREMLINS’ • Conflict of interest (too many ‘hats’) • Lack of trust (between directors, between board and staff, between board and executive, etc.) • Personal self-interest and political agendas • Board too big, committees too numerous, terms too long, governance process too slow and cumbersome • Board too meddlesome or conversely, Board not sufficiently engaged in governance • Unclear roles among Board, committees and staff • Wrong people on the Board in terms of skills, knowledge, interests or commitment • Lack of common focus or direction

30. FIXING THE ‘GREMLINS’ • Improve communication and transparency • Methods to improve board culture and attitude • Educate to better understand Board duties • Streamline boards and committees • Get the right people on the Board • Reduce board size • Change board governance model • Do a strategic plan • Get Board to focus on policy development • Other?

31. SEVEN SINS OF ORGANIZATIONAL DYSFUNCTION • ‘Practicing a Trade Without a License’ – this describes the board director who has done no preparation to become better informed about his/her role as a director. The most common manifestations are the director who forgets that the board acts as a single unit, who blabs confidential information, or who wears so many hats that the director has forgotten his ‘duty of loyalty’.

32. SEVEN SINS (cont’d) • The ‘Squeaky Wheel’ – this occurs when an individual or a small group is disaffected or negative and the organization consumes enormous amounts of time attempting to placate them or otherwise deal with their problems (you have a problem when 2% of your members cause 98% of your problems).

33. SEVEN SINS (cont’d) • ‘Park Your Brains at the Door’ – this phrase is used by John Carver (governance guru), who laments the fact that non-profit board members and committee members behave in ways in the boardroom that they would never behave in their professional lives, or within their own families.

34. SEVEN SINS (cont’d) • ‘Culture of Secrecy’ – this occurs when there is an inside group or ‘clique’ that governs from a sense of entitlement, using secrecy, control, fear and intimidation to keep others, and other ideas, outside the inner circle.

35. SEVEN SINS (cont’d) • Sport’s own ‘Peter Principle’ – this is the well-document phenomenon in management where people get promoted beyond their level of competence. In sport we see it as the volunteer who is a good club leader getting elected to be a club president and then a provincial president (although they might not have the skill set or the desire to lead at that level) and from there getting elected to a national board. This creates a disconnect between the volunteer and the position in terms of the volunteer’s motivation, competencies and desires and the legitimate demands of the position.

36. SEVEN SINS (cont’d) • ‘You Get What You Pay For’ – although sport is driven by volunteers, sometimes it pays to get a professional to do the job. Sport organizations need to become more business-like and professional in their operations.

37. SEVEN SINS (cont’d) • ‘Head in the Sand Mentality’ – this is the natural human tendency to hope that a problem will go away. Yet the problems we experience in sport do not mellow with age, instead they fester and escalate. A successful organization must be prepared to tackle these problems head-on and in a timely way.

38. Steers towards mission through strategic planning Communicates transparently Develops structures for the Board Educates itself on its role and avoids conflicts of interest Maintains fiscal responsibility Ensures effective management Implements systems for assessment and control Plans for succession and diversity of the Board What an effective Board does?

39. ‘GOOD’ GOVERNANCE • Vision– identifying your destination • Planning – setting goals and providing a pathway to get there • Resources – securing the resources required to reach destination • Monitoring – checking that progress is being made towards destination • Accountability – using resources responsibly and reporting progress to your stakeholders (members, funders, partners)

40. KEY LESSON #1 THE BOARD GOVERNS – GOVERNORS DO NOT

41. KEY LESSON #2 CREATING POLICY IS THE PRIMARY ROLE AND FUNCTION OF A BOARD

42. KEY LESSON #3 GOVERNANCE IS NOT MANAGEMENT

43. The Board we have: Constituency interests prevail Requires no defined competencies Indirect accountability (many “hats”) Reactive Competing skills & interests The Board we want: “Big picture” prevails Requires core competencies Direct accountability (one “hat”) Proactive Complementary skills & interests Swimming/Natation Canada

44. ‘SACRED COWS’ in Sport Governance • Representational Board • Board involved in operations • Board skill set/competencies • Board independence • Board diversity • Board-led committees • Gender representation • Other?

45. Governing Documents

46. “For many sport organizations, it is a sobering lesson to learn that policy is what’s written on the paper and not what’s in the mind of the drafters of the policy, or in the collective memory of the organization” [Your Risk Management Program: A Handbook for Sport Organizations, 1998]

47. POLICY WRITING • Be clear! - Show your policy to an outsider to see if they understand it • Be concise! – Do not use three words when one will do • Be consistent! - in your use of terms • Be friendly to your reader! - make ample use of headings, subheadings, bullets

48. POLICY TEMPLATE 1. Statement of purpose of the policy 2. Scope and application of the policy (what and whom does the policy apply to?) 3. Exclusions from the policy (what does the policy not apply to? - just to be safe!) 4. Policy “scheme” (who does what, when, how)

49. “shall”, “must”, “will” These terms indicate that the action is mandatory -- for example, the President must do what the policy stipulates “may”, “can” These terms indicate that the action is discretionary -- for example, the President may exercise his discretion in deciding if he will do something POLICY WRITING

50. GOVERNING DOCUMENTS Give the sport organization: • Structure • Power • Methods by which it governs or rules itself