Public Television Boards & Advisory Groups: A Matter of Genuine Engagement…

Public Television Boards & Advisory Groups: A Matter of Genuine Engagement… Facilitators: Susan Meier, VP Training & Consulting Michael Daigneault, Esq., Sr. Governance Consultant

Exceptional boards advance the common good with uncommonly good work.

Agenda • Introduction & Opening Exercise • The Strategic Governance Framework • Board & Advisory Group Composition • Board & Advisory Group Structure • Wrap-Up & Moving Forward…

Part I.Opening Exercise Question: What roadblocks or impediments sometimes prevent boards or advisory groups from being fully engaged?

Good Success Stewardship Great Significance Exceptional Leadership Part II.The Strategic Governance Framework

Exceptional Responsible Functional Dysfunctional More Effective Boards

An Intentional and Engaged Board “Boards need to stop and think about governance – instead of just constantly doing what they think is governance.” -- Richard Chait

What is Governance? To govern is to steer, to control, and to influence from a position of authority. Governance deals with the legitimate distribution of authority throughout a system – whether a country or an organization. -- BoardSource

Typical Governance Elements

Governing Board Hybrid Groups Advisory Groups Governing Boards vs. “Advisory Groups” Governing Board Advisory Groups

Management Oversight & Development Ethics & $ Integrity Governance Strategy Performance Governance Structures & Roles – The Board Important Board Responsibilities --

Governance Models • Operational – the Board does the work of the organization and manages as well as governs it. • Collective – Board and staff are involved in “single-team” decision-making about governance and the work of the organization. • Management – the Board manages operations through functional committees but may have a staff coordinator. • Representational – the Boards primary responsibility is seen as balancing the interests of their constituents against the interests of the organization.

Governance Models • Traditional – The Board governs and oversees the operations though committees established along functional lines but delegates that management functions to an executive director or =. • Policy (Carver) – Board governs through policies that establish organizational aims. • Advisory or Patron – Board members simply provide advice to executive director who governs and manages the organization.

The 8th – Governance As Leadership • Governance As Leadership –The Board and Executive Director operate in a dynamic “partnership.” Boards thinks in a new and disciplined manner concerning the three modes of governance recommended by BoardSource, Chait, Ryan and Taylor in their provocative book entitled “Governance as Leadership: Reframing the Work of Nonprofit Boards.”

Governance as Leadership 1. Nonprofit managers have become leaders. 2. Board members are acting more like managers. 3. There are 3 modes of governance, all created equal. 4. Three modes are better than two -- or one.

The Governance Triangle Governance as Leadership Fiduciary Strategic Generative

Fiduciary Mode Board’s core work: • Ensure legal compliance • Ensure fiscal accountability • Conserve organization’s resources, public stewardship for assets of the foundation • Evaluate CEO, hold leadership accountable • Oversee operations • Monitor results

The Strategic Mode Board’s core work: • Scan internal & external environments. • Review, modify & assist strategic plan/vision. • Develop the organization’s resources and asset base. • Advocate for the organization, build support within the wider community. • Help develop & continuously clarify goals/objectives. • Assess strategy performance via needs assessment, critical success factors, benchmarks, and key milestones. • If necessary, recruit new leadership.

The Generative Mode The Board’s Core Work: • Sees current challenges in new light. • Perceives and frames “better” problems and opportunities. Asks key questions! • Acknowledges organizations are not always logical or linear. • Discovers strategies, priorities, & “realities.” • Suspends the rules of logic to tap intuition and intellectual playfulness. • Encourages robust discourse not quick consensus.

Empowers the board and helps it to form “constructive partnerships.” Engages the collective mind. Exploits board’s talents. Enriches board’s work. Enhances performance of the board, staff and organization. The Payoff… Governance as Leadership

Part III.Board and Advisory Group Composition • Get the right people “on the bus” • Assess your board and create a “Board Matrix” • Outline your “ideal board or advisory group” • Understand the nexus between composition & engagement

Cultivate Rotate Evaluate Recruit Educate Orient Involve Board and Advisory Group Revitalization Identify Celebrate!

Part IV. Board & Advisory Group Structure A Constructive Partnership • Chief Executive COLLABORATES and IMPLEMENTSan efficient and effective forward path, within boundaries, toward the Strategic Vision, being responsive to Constituents. Board Membersare to… protect via FIDUCIARY oversight and inquiry, steer/assist thru STRATEGIC planning and thinking,and give meaning thruGENERATIVE work. Constructive Partnership

Characteristics of an Effective Board/CEO Partnership Collaboration and Support – Think Tennis! Boards cannot govern effectively without the chief executive’s collaboration and the chief executive cannot lead the organization to its full potential without the board’s support. Board CEO/ Staff

Committees & Task Forces:Emerging Trends • Executive Committee • Severely limit its use • Eliminate it! • Strengthen the work of your Audit Committee • Develop or review the scope of your audit committee’s charge • Establish a Governance Committee (or…Make the Board Secretary responsible) • Year-round attention to board development and organizational governance • Try a Zero-based Committee Structure • Periodically consider the organization’s strategic needs and adjust committee and task force structure • Utilize Task Forces Whenever Possible

Governance Committee The governance committee can be responsible for: (a) Working with the Chair and Chief Executive to prospect for, recruit, elect, appoint and educate new board members; (b) Encouraging and facilitating the regular process of board and committee self-assessments; (c) Helping the Chair with the recruitment and selection of the committee or task force Chairs; (d) Helping the board craft (and periodically review) the charge, scope and effectiveness of committees and task forces; (e) Encouraging and fostering leadership development and election of effective board officers;

Governance Committee The governance committee can be responsible for (continued): (f) Assisting with the periodic evaluation of the GM; (g) Maintaining (working closely with staff) the official records of the organization, the policies of the board and the policies and procedures of the organization as a whole; (h) Helping with the periodic review and modification of bylaws; (i) Assisting the GM or Chair with board members that are dysfunctional or do not carry out their duties; and (j) Helping the Chair craft effective agendas and ensure the quality of board meetings.

Meetings and Agendas • Make Room for Strategic & Generative Thought • Utilize a ‘Consent Agenda’ • Use “Roberts Rules of Order” Only When Necessary • Deliberate Differently! • Watch Out for “Bounded Awareness”

Part V. Wrap-Up & Moving Forward10 Ways To Improve Station Governance • Actively foster an intentional dialogue about governance at your station. • Conduct a “Board or Governance Assessment.” • Think in new ways (and ask good questions) by deliberating differently. • Establish or update your station’s code of ethics and ethics program. • Create a “Governance Committee” and charge it with improving governance throughout your organization.

10 Ways To Improve Station Governance • Make sure board (or advisory group) members know their responsibilities: legal, governance, regulatory & financial. • Evaluate CEO and volunteer leadership annually. • Empower the “Board” Secretary to improve governance. • Provide constant education concerning governance issues and trends (much is changing!) • When in doubt, in crisis or in transition – seek governance expertise, counsel or training.

Wrap-Up & Moving Forward… Closing Question: • Please list 2-3 insights, ideas or gifts about governance that you take away from this experience…

Thank you… Let us know how BoardSource can help your station to succeed! It was great… BoardSource 1828 L Street, N.W. Suite 900 Washington, DC 20036 Phone: 202-452-6262 Fax: 202-452-6299 www.boardsource.org

12 Q’s A Board Should Ask (1-6) • Where do our revenues come from? • What is our cash flow? • What could really hurt—or kill—our organization in the next few years? • How are we doing relative to other organizations similar to ours? • If our chief staff officer were hit by a bus tomorrow, who could run the organization? • How are we going to improve, grow and move forward?

12 Q’s A Board Should Ask (6-12) • Are we living within our means? • How much does our staff (and others) get paid? • How does bad news get to the top? • What are our “internal controls?” • Do we understand what our auditors are telling us? • Do I really understand the answers to questions 1 through 11?

Differences – 3 Modes Generative Mode Strategic Mode Fiduciary Mode

Public Television Boards & Advisory Groups: A Matter of Genuine Engagement…