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Governance Policies

null Diversity Council Board operates in accordance to the John Carver's Policy Governance model in support of the Diversity Council Bylaws. We view the purpose of the Diversity Council Board of Directors is to guide the organization, on behalf of the community, in achieving its Ends Ends (Vision/Mission) and avoiding unacceptable actions and situations. Our governance policies comprise the following areas:

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Governance Process Policies

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Table of Content

1. Governing Style

The Board will govern lawfully, observing the principles of policy governance. The Board will a) focus on community vision rather than internal preoccupation, b) encourage diverse viewpoints, lead strategically instead of concentrating on administrative details, c) distinguish clearly between Board and Executive Director roles and responsibilities, d) make collective rather than individual decisions, f) look to the future rather than past or present, and g) proactively make decisions.

The Board will govern lawfully, observing the principles of policy governance. The Board will a) focus on community vision rather than internal preoccupation, b) encourage diverse viewpoints, lead strategically instead of concentrating on administrative details, c) distinguish clearly between Board and Executive Director roles and responsibilities, d) make collective rather than individual decisions, f) look to the future rather than past or present, and g) proactively make decisions.

  1. The Board will exercise its governing authority as a whole:
    1. No individual Board member may exercise such authority except as instructed by the Board.
    2. The Board will use individual member expertise to enhance the ability of the Board as a body rather than to substitute individual judgments for the Board's values.
    3. The Board will allow no officer, individual or committee of the Board to hinder or be an excuse for not fulfilling Board commitments.
  2. The Board will govern through the careful establishment of broad written policies. Board policies will reflect the Board's values and perspectives to enable the long-term growth, development and health of the Diversity Council organization. 
  3. Individual board members will actively and optimstically engage in the process of policy governance. They will:
    1. Prepare for and attend each meeting.
    2. Understand that decisions are made through voting and supported by consensus.
    3. Actively support the Board's decision once a vote has been taken and a decision made.
    4. Continue in their development as Board members, being ready to learn and offer differing opinions in order to support the goals fo the Board.
    5. Not attempt to exercise individual authority over the organization, including Executive Director or staff performance. 
    6. The Board periodically will monitor and discuss the Board's process and performance. Self-monitoring will include evaluation of Board compliance with policy.

2. Board Job Responsibilities

The primary responsibility of the Board is to ensure excellent organizational performance.

The primary responsibility of the Board is to ensure excellent organizational performance.

  1. The Board will concentrate on its unique job, which is to:
    1. Ensure that the organization is relevant and responsive to the community by monitoring the external environment and defining the appropriate direction through Ends policies. It will ensure that the organization achieves appropriate results for appropriate persons and an appropriate cost.  Ends policies will focus on the intended long-term impacts outside of the organization, not on the administrative or programmatic means of attaining those effects.
    2. Ensure that the organization avoids unacceptable actions and situations, by defining such actions or situations in Executive Limitations policies.
    3. Establish Governance Process policies that define how the Board conceives, carries out, and monitors its own tasks.
    4. Establish Board-Management Delegation policies that describe the interactions and relationship between the Board of Directors and the Diversity Council staff and to define how power is delegated to the  Executive Director and its proper use is monitored.
    5. Establish regular and effective ways of monitoring compliance with and the effectiveness of the Ends and Executive Limitations policies described in (1) and (2)  above.
  2. The Board will monitor and assess its own process and performance by comparing board activities to the Governance Process and Board-Management Delegation policies described above.
  3. The Board will nominate candidates for the Board who are able to participate constructively in the process of governing and ensure that new Board members receive excellent orientation in the Board's governing process.
  4. The Board will hire the organization's Executive Director, appraise Executive Director performance, and reward competent performance or, if necessary, establish criteria for improvement or replace the individual.

3. Governing Processes

The Board will establish processes that strengthen its focus on policy governance

The Board will establish processes that strengthen its focus on policy governance

  1. The Board will follow an annual work cycle that evaluates policies and continually improves Board performance through Board education and thoughtful deliberation.
    1. The Board's annual work cycle will conclude on the last day of September so that administrative planning and budgeting for the next fiscal year can be based on the accomplishment of a one-year segment of the Board's most recent statement of Ends policies. 
    2. The cycle will start with the Board's development of its agenda for the next year.
  2. Executive Director compensation package will be decided after annual review of monitoring reports
  3. The Board will establish a basic structure for its meetings. The structure's purpose is to assist the Board and the Executive Director in processing information in order to maintain policy based orientation. Additional items can added as needed, but the basic elements will be maintained:
    1. To work in tandem with the annual plan, policy review and monitoring calendar, the Board agenda shall consist of four sections:
      1. Ends Topic Discussion
      2. Policy Review/Governance Issues
      3. Monitoring
      4. Informational Items
    2. When Board approval is required by a higher governing policy such as bylaws or law, by an accrediting or certifying organization, or by a funding body, but not required specifically by the Board:
      1. The Executive Director shall recommended action to the Board.
      2. The Board shall review the appropriate Executive Limitations policies, for their adequacy as a test for ethics, prudence, and compliance with other governing documents.
      3. The Board shall approve any action that falls with the Executive Limitations policies.
    3. Executive Director monitoring will be included on the agenda if monitoring reports show policy violations or if policy criteria are to be debated. 

4. Board Officers

The officers will not assume any part of the management of the organization. Their focus will be on coordinating and helping the Board do its work

5. Code of Conduct

The Board commits itself and its members to ethical, professional, and lawful conduct.

The Board commits itself and its members to ethical, professional, and lawful conduct.

  1. Members must represent unconflicted loyalty to the interests of the Diversity Council, rather than to advocacy, interest groups or members' personal interests. The interests of the ownership are defined by Board Policies. 
  2. Members must avoid conflict of interest with respect to their fiduciary responsibility<
    1. There must be non conduct of private business or personal services between Board member and the Diversity Council except to ensure openness, competitive opportunity, and equal access to inside information.
    2. When the Board is deciding an issue about whether a Board member has an unavoidable conflict of interest, that member shall remove herself or himself without comment from both the deliberation and the voting process. 
    3. Board members must not use their Board positions to obtain employment for themselves, family members, or close associates at the Diversity Council. Should a member desire employment at the Diversity Council, he or she must first resign from the Board before applying.
    4. Members will annually disclose their involvements with other organizations, with vendors, or any other associations that might present a conflict.

6. Board Committee Principles

Board committees will be used when they enhance the effectiveness of the Board and do not interfere with delegation from Board to Executive Director.
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