CONTENTS Ends A – Ends Executive Limitations B – Global Executive Constraint B1 – Financial Condition B2 – Planning and Budgeting B3 – Protection B4 – Membership Rights and Responsibilities B5 – Treatment of Consumers B6 – Staff Treatment and Compensation B7 – Communication to the Board B8 – Board Logistical Support B9 – GM Succession Board Process C – Global Governance Commitment C1 – Governing Style C2 – The Board’s Job C3 – Agenda Planning C4 – Board Meetings C5 – Directors’ Code of Conduct C6 – Officers’ Roles C7 – Board Committee Principles C8 – Governance Investment Board- Management Relationship D – Global Board-Management Connection D1 - Unity of Control D2 – Accountability of the GM D3 – Delegation to the GM D4 – Monitoring GM Performance Appendices Suggested appendices include: Bylaws Board Annual Calendar and Monitoring Schedule Committee Charters Conflict of Interest Disclosure form Monitoring Decision Tree Statement on the Cooperative Identity 4 Pillars of Cooperative Governance article Policy Governance Guide Policy Type: Ends Policy Title: A – Global End Last Revised: CBLD Template: June 23, 2009
(sample) 2015 BOD Calendar Last Revised: January 2015 Item Jan Feb Mar Apr May June July Aug Sept Oct Nov Dec Education CBL 101 and Leadership Training Jan.11th Mondragon and Emilia Romagna CBLD Cooperative Café March 15 Rochdale Cooperative history CCMA June 12-14 Boise Arizmendi Association of Cooperatives History of U.S. Food co-ops Producer Cooperatives Yearly Reflection: What have we learned? How can we integrate this learning/lead into the future? Yearly Review and Update of next year’s education plan Member Engagement and Newsletter Articles Article for Annual Report Prep for Annual Member Meeting Article about BoD Elections, Candidate Bios Review Member Meeting Agenda and assignments Annual Member Meeting Admin. Agenda Items Welcome new directors Election of Board Officers Finalize GM Evaluation Present GM RFP BOD Budget finalized Review GM Proposal BOD Retreat 22 Retreat Follow-up Finalize GM Decision Review Member Meeting Agenda Start 2016 calendar Board assignments for election Deadline for BOD Candidates information for ballots September 11th Auditor Presents Report to the BOD Board Elections October 1-21 Enroll in CBLD Certify election results Register for CBLD events Farewell to departing directors Orientation meeting for new members Review calendar for next year Monitoring C: Global Governance D: Global BoD-Mgmt C1: Governing Style C2: Board’s Job C3: Agenda Planning C4: Meetings C5: Code of Conduct C6: Officers C7: Committee Principles C8: Governance Investment D1: of Control D2: GM Accountability D3: Delegation to GM D4: Monitoring GM GM Monitoring B: Global Constraint B1: Financial Condition B9: Succession B4: Membership B5: Consumers B1: Financial Condition B2: Planning & Budgeting A: Ends A: Ends, continued B1: Financial Condition B3: Asset Protection B6: Staff B1: Financial Condition B7: Board Communication B8: Board Support
Policy Governance Quick Guide Policy Governance is an operating system for boards of directors. As with operating systems for computers, the system itself is not the of the board’s work; the system simply provides an underlying framework on which boards can build further agreements and activities. Policy Governance does not mandate specific decisions, but does highlight the kinds of decisions a board should make. These decisions include agreements about how the board will work together, how the board will empower and hold accountable the cooperative’s management, how the board will articulate the cooperative’s purpose and set up the cooperative for movement in that direction, and how the board understands the role of member-owners and others in the governance of the cooperative. The Policy Governance operating system is essentially an integrated set of principles – principles that gain their power when used together. Key to the principles is the meaning of the word “policy.” Within the context of Policy Governance, policies are the proactive articulation of values or principles that guide action. Policy Governance principles: Ownership The cooperative is owned by its members. The board exists to act and make decisions on behalf of and in the best interest of the owners. Position of The is a distinct link in the chain of empowerment and accountability within the cooperative. The owners empower the board through the bylaws, and the board is accountable to owners for the success of the cooperative. In turn, the board empowers and holds management accountable, delegating authority to management through Ends and Executive Limitations policies. Board Holism The authority of the board belongs to the whole. To say that the board “speaks with one voice” means that the board’s authority is a group authority. The “voice” of the board is expressed through the written policy decisions. Directors can work to persuade and influence the board in its deliberations and decision-making; beyond that, individual directors or subsets of the board have no authority to instruct staff. Board Means Policies The board defines in writing its own job and how it operates. These decisions are agreements about the board’s means, categorized as Board Process policies and Board-Management Relationship policies.