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policy_documents:board_policy_manual:section_3 [2019/11/17 14:13] – 2019-02-18 Minutes - updated Audit Committee description hojosparkspolicy_documents:board_policy_manual:section_3 [2024/10/29 07:41] (current) – Per Board Motion 10/28/2024 Strike " - X. Approve minutes (in real time)" from 3.5.3 hojosparks
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-{{tag>[bpdsec]}} +===== Section III: GOVERNANCE PROCESS ===== 
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-**[[policy_documents:board_policy_manual:board_policy_manual|Back to: Board Policy Manual]]** +
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- +
-==== Section III: GOVERNANCE PROCESS ==== +
-\\+
  
 __**3.0   POLICY TITLE:  GLOBAL GOVERNANCE COMMITMENT**__\\ __**3.0   POLICY TITLE:  GLOBAL GOVERNANCE COMMITMENT**__\\
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   -**3.1.5** The board will allow no officer, individual or committee of the board to hinder or be an excuse for not fulfilling its governing commitments.   -**3.1.5** The board will allow no officer, individual or committee of the board to hinder or be an excuse for not fulfilling its governing commitments.
   - **3.1.6** Board meetings are for the task of getting the Board’s job done.   - **3.1.6** Board meetings are for the task of getting the Board’s job done.
-    - **3.1.6.1** The Board will use its meeting time only for work that is the whole Board’s responsibility.  The Board will avoid committee issues, operational matters and personal concerns.+    - **3.1.6.1** The Board will use its meeting time only for work that is the whole Board’s responsibility.  The Board will avoid committee issues, operational matters and personal concerns, unless approved by a majority vote. 
 +          -  **3.1.6.1.1** The Board, at its discretion, shall discuss any issue related to the operational side of the organization.
     - **3.1.6.2** Meetings will be open to the member-residents except when executive session is officially called.     - **3.1.6.2** Meetings will be open to the member-residents except when executive session is officially called.
-        - **3.1.6.2.1** Executive sessions may be used to deal with confidential matters, generally dealing with personnel matters or legal or contractual issues. When possible, announcement of the executive session should be on the published agenda.+        -**3.1.6.2.1** Executive sessions may be used to deal with confidential matters, generally dealing with personnel matters or legal or contractual issues. When possible, announcement of the executive session should be on the published agenda.
         - **3.1.6.2.2** The Board may include or exclude anyone it chooses from executive session.         - **3.1.6.2.2** The Board may include or exclude anyone it chooses from executive session.
-          - **3.1.6.2.3** The Board will take no official minutes during the executive session. +        - **3.1.6.2.3** The Board will take no official minutes during the executive session. 
-          - **3.1.6.2.4** The Board will come out of executive session and take official action in the public meeting.+        - **3.1.6.2.4** The Board will come out of executive session and take official action in the public meeting.
  
   -    - 
-    - **3.1.6.3** The Board will seek consensus through discussion.  The Board will then finalize and document decisions through the use of motions, seconds and majority vote.  Abstentions from voting may only be done if the board member has a conflict of interest. +    - **3.1.6.3** The Board will seek consensus through discussion. The Board will then finalize and document decisions through the use of motions, seconds and majority vote.  Abstentions from voting may only be done if the board member has a conflict of interest. 
-    - **3.1.6.4** The Board may include or exclude anyone it chooses from executive session.+    - **3.1.6.4** The meeting agenda will be determined by the Board President in consultation with the Board.  It may be modified at the meeting prior to the approval of the agenda.
         - **3.1.6.4.1** The Board will only discuss agenda items added at the meeting IF the Board agrees the item is a shared issue AND the Board has adequate background information to discuss the issue in an informed way.         - **3.1.6.4.1** The Board will only discuss agenda items added at the meeting IF the Board agrees the item is a shared issue AND the Board has adequate background information to discuss the issue in an informed way.
         - **3.1.6.4.2** The Board President will ensure that meeting agenda and supporting materials are delivered to the Board of Directors at least 48 hours prior to the next scheduled Board of Directors meeting. Supporting materials will contain, at minimum:         - **3.1.6.4.2** The Board President will ensure that meeting agenda and supporting materials are delivered to the Board of Directors at least 48 hours prior to the next scheduled Board of Directors meeting. Supporting materials will contain, at minimum:
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             * Management & Monitoring Reports             * Management & Monitoring Reports
             * Presentations of motions and discussion items to be addressed at the meeting with appropriate background material for an informed discussion             * Presentations of motions and discussion items to be addressed at the meeting with appropriate background material for an informed discussion
-            * An agenda of all business to be conducted at the meeting including the date, time, and place  +            * An agenda of all business to be conducted at the meeting including the date, time, and place.
- +
-      -**3.1.6.5** The Board, by majority vote, shall discuss any issue related to the operational side of the organization.+
  
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-__**3.3 POLICY TITLE:  SHARED VALUES**__\\+__**3.3 POLICY TITLE:  BOARD JOB DESCRIPTION**__\\
 Specific job outputs of the board, as an informed agent of the ownership, are those that ensure appropriate organizational performance.\\ Specific job outputs of the board, as an informed agent of the ownership, are those that ensure appropriate organizational performance.\\
  
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   - **3.3.1** The link between the ownership and the operational organization.   - **3.3.1** The link between the ownership and the operational organization.
   - **3.3.2** Written governing policies that address the broadest levels of all organizational decisions and situations.   - **3.3.2** Written governing policies that address the broadest levels of all organizational decisions and situations.
-    - **3.3.2.1** Ends: Organizational results expressed in terms of what good for which, recipients at what cost to the Cooperative. +    - **3.3.2.1** Ends: Organizational results expressed in terms of what good for which recipients at what cost to the Cooperative. 
-    - **3.3.2.2** Executive Limitations: Limits on the unilateral authority of the Executive Team that establish the prudence and ethics boundaries within which, all operational activity and decisions must take place.+    - **3.3.2.2** Executive Limitations: Limits on the unilateral authority of the Executive Team that establish the prudence and ethics boundaries within which all operational activity and decisions must take place.
     - **3.3.2.3** Governance Process:  Rules of engagement of the Board, among Board members, and with the member-residents as the “ownership”.      - **3.3.2.3** Governance Process:  Rules of engagement of the Board, among Board members, and with the member-residents as the “ownership”. 
     - **3.3.2.4** Board- Cooperative Management Delegation:  How power is delegated and its proper use monitored; the Cooperative Management role, authority and accountability.     - **3.3.2.4** Board- Cooperative Management Delegation:  How power is delegated and its proper use monitored; the Cooperative Management role, authority and accountability.
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   - **3.4.2** Board members must avoid conflict of interest with respect to their fiduciary responsibility.   - **3.4.2** Board members must avoid conflict of interest with respect to their fiduciary responsibility.
     - **3.4.2.1** There will be no self-dealing or business by a member with the organization.  Board members will annually disclose potential or perceived conflicts of interest.     - **3.4.2.1** There will be no self-dealing or business by a member with the organization.  Board members will annually disclose potential or perceived conflicts of interest.
-    - **3.4.2.2** When the board is to decide upon an issue about which, a member has an unavoidable conflict of interest, that member shall declare the conflict of interest and absent herself or himself without comment from not only the vote, but also from the deliberation.+    - **3.4.2.2** When the board is to decide upon an issue about which a member has an unavoidable conflict of interest, that member shall declare the conflict of interest and absent herself or himself without comment from not only the vote, but also from the deliberation.
     - **3.4.2.3** Board members who wish to apply for full-time employment with the cooperative must first resign from the Board.     - **3.4.2.3** Board members who wish to apply for full-time employment with the cooperative must first resign from the Board.
 +        - **3.4.2.3.1** Exception: Marshall Clabeaux is hired for temporary full-time position Maintenance desk Admin and Tech while remaining as a Board Member from September 28, 2020 to March 31, 2021 to cover a decrease in maintenance personnel caused by the COVID-19 pandemic.
  
   - **3.4.3** Board members may not attempt to exercise individual authority over the organization.   - **3.4.3** Board members may not attempt to exercise individual authority over the organization.
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 __**3.5 POLICY TITLE: AGENDA PLANNING**__\\ __**3.5 POLICY TITLE: AGENDA PLANNING**__\\
  
-The board will follow an annual agenda which, (a) explores and advances development of Ends policies and (b) enhances board performance through board education and enriched input and deliberation.+The board will follow an annual agenda which (a) explores and advances development of Ends policies and (b) enhances board performance through board education and enriched input and deliberation.
  
   - **3.5.1** The cycle will conclude each year on the last day of May so that administrative planning and budgeting can be based on accomplishing a one year segment of the board’s most recent statement of Ends.   - **3.5.1** The cycle will conclude each year on the last day of May so that administrative planning and budgeting can be based on accomplishing a one year segment of the board’s most recent statement of Ends.
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           - VIII. Review of assignments, if any           - VIII. Review of assignments, if any
           - IX. Establish talking points toward house transparency           - IX. Establish talking points toward house transparency
-          - X. Approve minutes (in real time) +          - X. Adjournment
-          - XI. Adjournment+
  
           - **3.5.3.1** Throughout the year, the board will attend to consent agenda items as expeditiously as possible.           - **3.5.3.1** Throughout the year, the board will attend to consent agenda items as expeditiously as possible.
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   - **3.6.1** The President serves in a dual capacity for the Cooperative:  As the chief governing officer, the President assures the integrity of the board's process and, secondarily, acts as spokesperson for the board to the internal organization and to outside parties.  As chief executive officer, the President is engaged in the fulfillment of Executive Team performance.   - **3.6.1** The President serves in a dual capacity for the Cooperative:  As the chief governing officer, the President assures the integrity of the board's process and, secondarily, acts as spokesperson for the board to the internal organization and to outside parties.  As chief executive officer, the President is engaged in the fulfillment of Executive Team performance.
     - **3.6.1.1** The job result of the President, as chief governing officer, is that the board works as an effective team and is consistent with its own policies and those legitimately imposed upon it from outside the organization.      - **3.6.1.1** The job result of the President, as chief governing officer, is that the board works as an effective team and is consistent with its own policies and those legitimately imposed upon it from outside the organization. 
-        - **3.6.1.1.1** Meeting discussion content will be only those issues which, clearly belong to the board to decide, not the Executive Team.+        - **3.6.1.1.1** Meeting discussion content will be only those issues, which clearly belong to the board to decide, not the Executive Team.
         - **3.6.1.1.2** Deliberation will be fair, open, and thorough, but also timely, orderly, and kept to the point.         - **3.6.1.1.2** Deliberation will be fair, open, and thorough, but also timely, orderly, and kept to the point.
  
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         - **3.6.1.2.3** As the leader of the Executive Team, the President shall work collaboratively and cooperatively with the Executive Director.         - **3.6.1.2.3** As the leader of the Executive Team, the President shall work collaboratively and cooperatively with the Executive Director.
  
-  - **3.6.2** The job result of the Vice-President is leadership as co-chair of the General Membership Meeting, in performance of  Presidential duties in the case of any temporary absence and championing the orientation of new board members.+  - **3.6.2** The job result of the Vice-President is leadership as co-chair of the General Membership Meeting, in performance of  Presidential duties in the case of any temporary absence.
   - **3.6.3** The job result of the Secretary is access to accurate, up to date, and appropriately-archived governing documents, including minutes, Bylaws and the Board policy manual and successful election administration.   - **3.6.3** The job result of the Secretary is access to accurate, up to date, and appropriately-archived governing documents, including minutes, Bylaws and the Board policy manual and successful election administration.
   - **3.6.4** The job product of the Treasurer is the development and monitoring of the board’s governing budget, assurance of astute financial insight during Board monitoring of financial policies of the Board, and orientation of the Board on cooperative finances in the service of fulfilling its high level duties on financial matters.   - **3.6.4** The job product of the Treasurer is the development and monitoring of the board’s governing budget, assurance of astute financial insight during Board monitoring of financial policies of the Board, and orientation of the Board on cooperative finances in the service of fulfilling its high level duties on financial matters.
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   - **3.7.3** Board committees may not speak for the board and cannot exercise authority over operational workers.     - **3.7.3** Board committees may not speak for the board and cannot exercise authority over operational workers.  
   - **3.7.4** Committees will be used sparingly and ordinarily in an ad hoc capacity.   - **3.7.4** Committees will be used sparingly and ordinarily in an ad hoc capacity.
-  - **3.7.5** This policy applies to any group which, is formed by board action, whether or not it is called a committee and regardless whether the group includes board members. It does not apply to committees formed under the authority of the Executive Team.+  - **3.7.5** This policy applies to any group, which is formed by board action, whether or not it is called a committee and regardless whether the group includes board members. It does not apply to committees formed under the authority of the Executive Team.
  
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 __**3.8 POLICY TITLE:  BOARD COMMITTEE STRUCTURE**__\\ __**3.8 POLICY TITLE:  BOARD COMMITTEE STRUCTURE**__\\
-A committee is a board committee only if its existence and charge come from the board, regardless whether board members sit on the committee.  The only board committees are those which, are set forth in this policy.  Unless otherwise stated, a committee ceases to exist as soon as its task is complete.+A committee is a board committee only if its existence and charge come from the board, regardless whether board members sit on the committee.  The only board committees are those which are set forth in this policy.  Unless otherwise stated, a committee ceases to exist as soon as its task is complete.
  
   - **3.8.1** The Visionary Committee is established as a standing Board Committee for the purpose of ownership linkage. It is responsible for researching significant cultural trends in the SHC and broader society. The Committee will:   - **3.8.1** The Visionary Committee is established as a standing Board Committee for the purpose of ownership linkage. It is responsible for researching significant cultural trends in the SHC and broader society. The Committee will:
-    - **3.8.1.1** Be held by the President, Executive Director, and no fewer than 3 Board Representatives+    - **3.8.1.1** Comprise of the President, Executive Director, and no fewer than 3 Board Representatives
     - **3.8.1.2** Research and propose topics for the Board’s Annual Plan based on analysis of the Member Census, the Member Satisfaction Survey, and the concerns/values of the general membership     - **3.8.1.2** Research and propose topics for the Board’s Annual Plan based on analysis of the Member Census, the Member Satisfaction Survey, and the concerns/values of the general membership
     - **3.8.1.3** Hold SHC Town Halls to record concerns of the general Membership, as necessary.     - **3.8.1.3** Hold SHC Town Halls to record concerns of the general Membership, as necessary.
  
   - **3.8.2** The Governance Revision Committee is established as a standing Board Committee for the purpose of reviewing SHC governance processes and structures.  The Committee will:   - **3.8.2** The Governance Revision Committee is established as a standing Board Committee for the purpose of reviewing SHC governance processes and structures.  The Committee will:
-    - **3.8.2.1** Be held by no fewer than 3 Board Representatives with one representative chosen as the Chairperson.+    - **3.8.2.1** Comprise of no fewer than 3 Board Representatives with one representative chosen as the Chairperson.
     - **3.8.2.2** Inform the Board when the SHC’s Bylaws are not in alignment with the Board’s Policy Manual.     - **3.8.2.2** Inform the Board when the SHC’s Bylaws are not in alignment with the Board’s Policy Manual.
     - **3.8.2.3** Propose referenda for Bylaws changes to be approved by the Board and voted on by the general membership.     - **3.8.2.3** Propose referenda for Bylaws changes to be approved by the Board and voted on by the general membership.
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     - **3.8.2.6** Recommend modifications to the SHC’s governance structure in light of any potential expansion of the SHC’s general membership.     - **3.8.2.6** Recommend modifications to the SHC’s governance structure in light of any potential expansion of the SHC’s general membership.
  
-  - **3.8.3** The Corporate Audit Committee is established as an ad hoc Board Committee for the purpose of financial transparency.  The Committee will: +  - **3.8.3** The Corporate Audit Committee is established as a Board Committee for the purpose of financial transparency.  The Committee will: 
-    - **3.8.3.1** Be held by no fewer than 2 Board Representatives free of financial conflict of interest and the Corporate Treasurer of SHC.+    - **3.8.3.1** Comprise of no fewer than 2 Board Representatives free of financial conflict of interest and the Corporate Treasurer of SHC.
     - **3.8.3.2** Work directly with a third party of Certified Public Accountants who have conducted a fiscal audit to review their work for adequacy.     - **3.8.3.2** Work directly with a third party of Certified Public Accountants who have conducted a fiscal audit to review their work for adequacy.
     - **3.8.3.3** Review budget to actuals as presented by the Executive Director on a monthly basis.      - **3.8.3.3** Review budget to actuals as presented by the Executive Director on a monthly basis. 
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   - **3.8.4** The General Membership Meeting Committee is established as a standing Board Committee for the purpose of planning the semesterly General Membership Meeting. The Committee will:   - **3.8.4** The General Membership Meeting Committee is established as a standing Board Committee for the purpose of planning the semesterly General Membership Meeting. The Committee will:
-    - **3.8.4.1** Be held by the President, the Vice President, and no fewer than 2 Board Representatives.+    - **3.8.4.1** Comprise of the President, the Vice President, and no fewer than 2 Board Representatives.
     - **3.8.4.2** Set the agenda for the General Membership Meeting, which would include only those things which must be communicated to or involve all members of the cooperative.     - **3.8.4.2** Set the agenda for the General Membership Meeting, which would include only those things which must be communicated to or involve all members of the cooperative.
  
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     - **3.9.2.1** Each year, the Board, in the month of February will develop its budget for attendance at conferences and workshops, for third-party monitoring and organizational assessments, and ownership linkage activities including surveys, focus groups and other input mechanisms.     - **3.9.2.1** Each year, the Board, in the month of February will develop its budget for attendance at conferences and workshops, for third-party monitoring and organizational assessments, and ownership linkage activities including surveys, focus groups and other input mechanisms.
  
 +\\
 +
 +~~DISCUSSION~~
 +{{tag>[bpdsec]}}
policy_documents/board_policy_manual/section_3.1574028795.txt.gz · Last modified: 2019/11/17 14:13 by hojosparks