In this episode of the Strategic Nonprofit Podcast, host Trista sits down with the CEO of AMC NPO Solutions, Tom Abbott, to discuss the ten operational features that characterize how an NPO conducts its business under the Complementary Model. Read on, listen or watch to discover the 10 Complementary Model operating features.
- Beyond Carver: The Complementary Model of Board Governance
- The Role of Nonprofit Governance Committees
- A Guide To Nonprofit Board Roles And Responsibilities
10 Complementary Model Operating Features
Discover the 10 operating features of the comp model below:
1. The board sets governing policies; the CEO implements them; both monitor organizational effectiveness.
Many boards and CEOs get into disagreements or battles over policy creation. The Complementary Model helps resolve this by recognizing that there are two different types of policies – governance policies and administrative policies.
This realization adds clarity to the role of the board and the CEO when it comes to policy development. Under the model, the board creates, discusses, and approves only governance policies (for example, setting the criteria for categories of membership, standards of practice, and ethics). So, for example, a board of directors might establish a Code of Ethics that would apply to all members of the association, or on another occasion a Code of Conduct for directors or staff.
2. The CEO establishes administrative policies.
It is the responsibility of the CEO to determine what the NPO’s policies should be. Not the boards.
Subsequently, if there are minimum legislated standards, it is the responsibility of the CEO to determine if those minimum standards should be exceeded in the
association, and if so, to what degree.
3. The board approves the strategic plan.
How deeply involved the board will become in the creation of the strategic plan will likely vary from one NPO to another, but the directors must
always be participants in the process. It is even more essential that they have the final say on approving (or rejecting) the developed strategic plan.
4. The board approves the annual financial budget.
Subsequently after the strategic plan is approved, the staff’s role is to define what programs and activities will help to implement the plan. As well as determining how much the implementation phase will cost.
The board will then review and approve the budget submitted by the CEO
5. An executive committee’s mandate is limited.
If an NPO chooses to have an executive committee, its mandate must be unambiguous and limited to specified tasks.
6. With fewer committees, board meetings become shorter.
Next under the Complementary Model, CEO committees reporting to the CEO will more properly do administrative work. Overall, this arrangement is beneficial for two reasons. First, fewer committees are required to report on activities to the board of directors. Second, board meetings become shorter as a result.
7. There are separate manuals for board members and staff.
The Complementary Model requires a clear differentiation between governance policies and administrative policies. As a result, it encourages NPOs to create two distinct policy manuals. The first is a Directors’ Manual, designed for board members; it will generally be consistent in its message and contents across the NPO spectrum.
The second is a Staff Manual, a “how-to” manual designed for the staff of the NPO; it may vary significantly in content and other aspects from one NPO to another.
8. The chair develops the meeting agenda.
As with most models of governance, the Complementary Model assigns responsibility for developing the board meeting agenda to the chair. However, this does not mean that the CEO cannot have input into crafting the agenda. Although, it does mean that the chair, and not the CEO, has the authority and responsibility for deciding what will be discussed at the board meeting.
At the meeting itself, consistent with common “Rules of Order,” all directors have an opportunity at the beginning of the meeting to add to or otherwise change the meeting agenda
9. The secretary is not responsible for drafting the minutes.
There are two attributes of minute-taking that justify assigning this task to staff, rather than to a director, or as was common under the traditional model, to the secretary of the organization.
First, there is nothing “policy-oriented” about taking the minutes of a board of directors’ meeting. It is an important task, to be sure, but is not a policy development activity. Therefore, it is logical for the minutes to be taken by a staff person, rather than having a director spend their board participation time on this operational task.
Second, minute-taking is a skill that is not equally possessed by everyone. Subsequently, the NPO is better served if a staff member is trained to
fulfil this important role. The result will be for the board to have a consistent and higher standard of recording the business of the board of directors from one meeting to the next.
10. The treasurer is not responsible for presenting financial reports to the board of directors.
Similarly, the preparation and presentation of financial reports is an important operational function. However, as with the taking of minutes, there is nothing “policy-oriented” about the preparation and presentation of the actual financial reports. Consequently, it again makes sense for this administrative task to be
completed by a staff person, not by the treasurer of the organization. Viewed overall in terms of these ten operational features, the Complementary Model of Board Governance does not represent a revolutionary change in how directors function within their NPO.
But it does result in a practical and logical evolution in the procedures followed by the board; and it enables directors to continue to meet their iduciary and legal responsibilities while providing them with broader opportunities to participate more effectively in the governance of the organization.
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