In this episode of The Strategic Nonprofit Podcast, we have Brenda Southam, the Executive Director of Realestate Institute of British Columbia (REIBC) to talk about what good governance looks like.

Brenda is not only the ED of REIBC, she also delivers governance training and facilitates strategic planning sessions for us at AMC NPO Solutions.

In this episode, we discussed:

  • How a good governance model helps Executive Directors and Boards work more effectively
  • REIBC’s process of appointing and onboarding new board members
  • REIBC’s process of evaluating the board and chair
  • An introduction to the Complementary Model of Board Governance

Need a template to evaluate the performance of your board? Try our Board Performance Evaluation form.

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Hi everyone. It’s Tom here from AMC NPO Solutions. So excited to have with me today. My dear friend, I won’t say old friends, but my dear friend, Brenda Southam, who I’ve known for years, we’ve worked together as well, and she’s hired me and we’ve worked together. It’s a home mix-match, but we’re glad to have her here and she’s the executive director of the Real Estate Institute of British Columbia, Rhonda. Good to have you here.

Nice to be here, Tom. Thanks for having me. My pleasure.

So let’s just jump right in. How long have you been the ED at REI? See, I’ve been 13 years, January 8th was 13 years. Really? Yep.

Happy birthday. Wow. So 13 years I imagine a lot can happen in that time. what really is the mission of REI BC it’s to promote our members. our members are designated, am I designated? So our mission is to promote them, as distinguished, knowledgeable and connected folks. So for those of you who don’t know what an ROI is, And our eye is a member of our Institute that has a certain education and certain, experience requirements, and they can apply to us to get their designation. And then they are an elite real estate professional in BC. Okay. Now we’re talking. Yes. Elite real estate professionals. So that’s really what, REI BC is all about the real estate Institute of British Columbia. So how is REI BC different from some other real estate type associations that people might be perhaps more familiar with?

So our members are not just realtors. Our members come from all walks of real estate. So we have appraisers and assessors and finance people and, Oh, and it goes on and on, I do this all the time. I hesitate right there. That’s people and strata managers and property managers and yeah. So it just the whole gamble, gamut.

Yeah. The whole real estate profession. Lots of people think when they think of real estate, they think of realtors. That’s the whole real estate that they know it’s much bigger than. So there’s a lot that goes on behind the scenes as well, even appraisal and every assessment, everything finance.

Finance is a big one, right? we all finance even residential. Yep. That’s right. so anyone of those professionals who are in the real estate space? Can and should be members of REI, BC, as long as they have the correct education and correct experience, right? Yes, it is. The education is the gold standard piece, the elite piece.

So what does it mean to someone who let’s say hires or engages? An ROI. for them it would mean they would get a different level of service. They would get a more knowledgeable individual. they would get someone who knows, different areas, maybe a real estate. They also know people they’re connected so they can hook up a person, throughout.

The industry and say, okay, so if you need appraiser, this is someone you can look at or who has their RA designation. So it’s a whole network of folks that can be put together to do your real estate transaction that can give people some peace of mind as well. Sure. Oh, that’s great. Okay. So now that we’ve got the context on, what the board, what the organization does, let’s talk a little bit about the board, right?

So you’re the executive director you have been for 13 years. I imagine you guys are following or using a governance model. So what model are you guys using? We use the complementary model. Yes, I’m shocked. As I was asking that question, it just seemed like the worst leading question you could possibly ask.

It’s pretty bad. But so you guys are using the complimentary model of board governance. What is it about now? This is sounding like an infomercial, but w why is that? Or w what do you find useful about the complimentary model? first of all, why is it is because I met your dad. Many years back.

So we won’t say how long. and I was as an organization in those days that really needed a lot of governance help. And so that’s how I got in touch with Tom senior. and so we just worked together. So I brought always the complimentary model with me to wherever I’ve gone. There’s only been one place after that, actually.

It’s one of those models that are easy to use. It tells you what the role of the executive director is. It tells you the role of the board and never the two shall meet. And it’s one of those enemy units. It’s just one of those. the model is one of those that’s easy to work with and easy to use.

So it sounds like you find it’s useful to get a clear division of, division of roles who’s supposed to do what, when, and don’t step into my side, hopefully, right? Yeah. Hopefully, that doesn’t always work like that. That’s your goal in a perfect world. That’s what we aspire to.

Exactly. So how big is the board? My board is 12 big. Okay. So 11 elected in one, past president. So the past president stays on the board in an advisory role. So they stay on the board. As long as that role or non-voting role. It’s a voting role. Okay. So 11 elected and then the past president there.

Okay. And then they move on to become a pest president. Yeah. That’s what people tell me. I have a lot of those every now and then you get one or two, but they’re pretty good. So maybe talk us through like the election process. So what does that like? Okay. So our election process is different than a lot of other places.

So we put out nominations in March. So our year. our board year is July 1st, too. June 30th. So yeah, so in March we put out nominations that go out to the membership. and as long as you’re in our eye, you’re welcome to sit on the board. So our nominee students and our retired students are not allowed to be, Directors.

And so our professional members can be nominated by two people. And that is how that works. And then the nominations come to the office. Then we vote. If we need to vote, we vote. If not they’re acclaimed and then be installed them or put them, they become on the first, we have a meeting in June that brings them all together and we do our oriented.

Gotcha. What are you noticing? any trends these days around, some boards find it hard to recruit new members. Yeah. Some have a lot and their biggest challenges. How do we decide? Yeah. who would be the best fit? And then some are just scrambling to try to get directions. We have a little bit of both we, some years we have, it seems like a lot and yeah, there is no decision by the board because the members vote.

So the board doesn’t make that decision. If someone comes forward, their name goes forward to the membership and then the membership votes. the last, a couple of years we’ve been filling the spaces. So it’s not big. A big one, but at least we’re feeling we’re not scrambling and saying we have to have two spaces that are empty or we’re filling the roles on the board.

Okay. I’m happy with that. that’s, we have 12, that’s a good representation of our members. And what’s that onboarding process look like? right now, it’s it. A lot of it is left to me, which is, perfect. Not by any stretch. So we were working towards getting to a nominations committee that does it.

We do have a nominations committee and where we’re just struggling a little bit to put all that together and get it working properly. but we are working towards that and, it’ll be a much better process when the board gets just a little bit more involved. Some of that I take on because I do a lot, so it’s just easier for me to do it well, and I say, okay.

And carry on. so it, part of that is my issue that I need to let them do what they need to do a little more sometimes. Cool. All right. And, how often do you know, what are the terms like? So our board, terms are two years, so you’re elected for a two-year term. And then our president is one year and the president-elect is one year, right?

So we do have a president intellect. so you could be in your second year and be past president, even though you’re not elected, you know what it is. So it’s sometimes it’s a little bit confusing. We. We elect six at a time or five and six, depending on, cause we don’t elect the 12th person. So we elect five and six so that we never have a full new board.

So that can never happen. Our board will never be brand new, never be brand new and every year. You’re replacing half I am. Okay. They come back or they come back, Some come back some don’t. So you might read replacing two or three this last little while it’s been maybe two or three people we’d be replacing.

So there’s lots of continuity. And then-president-elect role, is that synonymous with, let’s say a vice president. So some organizations have a VP. Yeah. And a president-elect. Yeah. So my president-elect becomes the president if and buts, or maybe we don’t have a VP role. So we used to have a VP role and there was always that question of, are they going to become the president?

And so there was this really weird. The cultural thing at June board meeting, like who’s going to be the president. And you just didn’t know. So we talked about that at length and how to change that. And we decided on a president-elect and that way we know who’s going to become president, so we can start training earlier as well too.

It’s not going to be a big shock in June. Who’s going to become the president. And that helps you with succession planning, for sure. For sure. It’s big, it’s a really positive piece of it. Yeah. So speaking of succession planning and boards and whatnot, do you guys do any sort of, performance evaluations of the, yeah, we do one, once a year for sure.

Of the entire board. and then if I remember we do an evaluation after every board, after every in-person board meeting to see evaluation. Every in-person and board meeting three times a year. You heard it here, folks. Okay. So you guys meet three times a year? Yeah. w we meet on conference calls too, but we don’t evaluate those only the in-person board meetings, which is three times a year.

Wow. Okay. And we do an evaluation after every one of those board meetings. So these evaluations maybe talk about through what is involved in that or what do you evaluate it? we’re evaluating what’s the stuff on the board agenda it’s supposed to be on the board agenda. Was it really boarding for, was it or decisions or was it something I was, should be doing, but not on a board table.

We talk about if everyone was involved, was everyone talking around the table or was it just the, or meeting, just being run by two people. So look at all of those things as we go through an evaluation, it’s very short. It’s very simple, but we do, we make sure that. Oh, did we talk about, did we keep things in line with our mission and vision, did we keep things in line with our membership?

Are we making sure that we’re talking to all of the different groups that we have and we’re the, is reporting out as they’re supposed to? So those are the things that we really look at closely. And are these, individual self-assessments? Are they, overall board assessments or what does that say?

So that’s an overall board assessment, but each board member does it. So each board member answers the questionnaire. How are we doing as a board? How are we doing as a board? And then they have their own self-assessment. And we know they get that in their binder, but we don’t ask them to give us their self-assessment.

So they do their own self-assessment. That’s up to them. And it’s a reminder probably twice a year to say, have you looked at your self-assessment lately? Just make sure you’re taking a look at it and seeing how you’re doing and does the board or a governance committee look at some of those individual ones or, and maybe say, Hey, no, Yeah. Here it’s. In the recent, very recent history, which was September we are present in our past president is going to be the person who’s going to start dealing with, new members. Come on. So there, do you remember that came out of our session? Yeah. So he’s going to start talking to, or the past president is going to start talking to the new people, that my great role for a passport, for real, for past president and our president deals with anything that.

We think is something that needs to be dealt with. Now, when I say we, that doesn’t include my 2 cents, because my 2 cents is not part of that board discussion. So we as the board and they have a discussion sometimes about, this person might be doing this or not doing this. And then the president, it’s the president’s role to have that discussion with a member that’s not pulling their weight.

My board is really good about those things, Tom, they. They’re really good about saying so-and-so is not pulling their weight. This is the second meeting. They haven’t been at one more and we’re supposed to tell them they’re gone. we like the input when they’re here. So can we have, so then the president phones up has a discussion, right?

So what’s so important to hold people accountable. It’s huge because look, Every person who’s sitting in that board seat, that’s not contributing is taking up space for someone that would love to come in here and be an active part. It’s a big deal. Yeah. So what about, orientation for new board chairs?

What does that look like? Because we know who our chair is going to be. They leave probably once a year, we ask them to chair a meeting and I spend a lot of time usually with those people. we talk governance, we talk about their role is we do training of course, which you do for us.

We do all of those things every year. So anyone coming up through our board knows what their role is by the time they become the president. If they don’t know. It’s because they’re not paying attention. It’s not for lack of trying. so we have that, and then we have an orientation for the entire board, which the president partakes in.

I actually do the orientation so that the president can hear and watch and see what’s going on with everyone else around the table. I don’t necessarily have to watch everybody and see if they’re, but the president does that. So I do the actual orientation for the board. So I noticed you used the term president as the senior.

Elected officer. so what’s that thought process around that versus let’s say, chair, I don’t know. It’s been like that forever and we’ve never talked about changing it. One of the reasons people change that is because their CEO becomes president. And when we say president CEO, we’re talking about the chief staff officer, right?

So quite often they’re the executive director or president and CEO or registrar or managing director. So it can be confusing. It can be confusing, but we’re not, I’m the executive officer there, the president, and that’s just as simple as it becomes. So we’ve never changed it.

It’s just been like that forever. And I think that’s old school. I think it is old school and we’ve been around since 1962. So that’s fair enough. Okay. By definition. on the question of, Manuals. So do you have, board manuals, staff manuals, what does that look like? So we have it, we onboard manuals for sure.

We have board manuals and that board manual gets given to every, board member, the first meeting in June, which is usually the first, second Thursday of June every year. So that’s part of that orientation and we go through the binder. And we go through it all. I don’t read everything that’s in it. but we certainly go through and when we get to the piece where there’s all the policies and all the minutes, ask them to please peruse it at least so that you can understand what’s going on.

So your first board meeting in September, you’re not going, what is that? What are we talking about in the minutes? Or it’s an, and it gives them an opportunity to call me or to call a board member if they. Need some more clarification about what’s going on and what’s happening. So in that first year on the board is always difficult.

I sit on boards as well. So that first year as a board member, you’re going what’s happening. And you go, what’s going on. There’s opportunity to fill yourself in a little bit more if you want to. And I have noticed that from sitting on boards and of course what I do for a living, that it gives them the information, It lets them be more, participative. Earlier quicker, faster. yeah. And what about a code of conduct? We have a code of conduct. the code of conduct is the code of conduct we got from AMC is that code of conduct. It’s the word for word. and we just use that code of conduct. So this is an important distinction.

I’m not talking about a code of conduct for the EO or the CEO or the ed. You were talking a code of conduct for the volunteer directors for the board. Yes. And they have job descriptions as well. So how they need to be, that’s so important, Brenda, because a lot of people think of what, and I get it because I’ve also volunteered to serve on boards as well.

So you just, Hey, I’m just here. I want to help. And quite often, boards haven’t undergone any kind of training at all, and they’re just doing their thing and nobody at the table knows who’s supposed to do what, but when you have that structure in place, you go, wait a minute. This is an important seat that I’m sitting in, what’s really important in BC. You’re responsible. So it’s really important for sure. so you need to take it important. And so we wrote job descriptions and we have code of conduct and we have, and the code of conduct is very simple. It says that you need to treat people with respect and be honest and.

deal with things. So not being conflicts of interests and those kinds of things, like all of those things. but it’s really important because it is an important role and there’s other people, if you don’t want to do it, there’s other people that do. Okay. So last couple of things, if you had any, some of the pitfalls yeah.

That you see happen sometimes with boards, as it relates to governance, like what are some warning signs, things to look out for? Because that could be quite useful for people out there. Oh boy. So there’s lots of them. Where do we start? Yeah. So I think that one of the things that you’ll start to notice, especially in our role in my role is that people want to do what you do.

People want to tell you how to do what you’re doing and tell you how to do your job. Yeah. You mean the volunteer board wants to tell the ed, and we should be doing more, or this is how I would do that. So as soon as that starts happening, that your board is no longer in the governance mode or at least some people aren’t.

And that’s a sign that we’re in the weeds and we need to get them out of the weeds. So that’s a precedent. Conversation. And if it is your president, then it’s a past president conversation. I said you need to help me with this conversation. I never take that on myself because they are my employer.

But I always participate and I, because it’s important for them to understand, Where I, how I feel about it as well. so that’s a big one for me and that’s a big one. And the other one is when you’re in training and everybody knows everything when you’re in training and everybody’s nodding their head and everyone knows what’s going on all the time.

You’re in trouble. Cause not everybody knows what’s going on all the time. And if nobody has one question or nobody has that. the puzzled look on their face or no one says, Oh, I didn’t really understand it like that. You got some, you probably need to take a step back and go, okay, so what have we missed here?

What’s going on? Because of no one, no board. No, it was everything right. Just no ed knows. Sure. We don’t know everything. So when things are going well, When things are going really well, as far as like governance, what does that look like? That looks like the board meets. We talk high level.

I love the statement that you use 30,000 feet. We’re talking high level. Here’s where we are. What’s going on there. And how are we looking going forward? These are our strategic goals. Where are we? W where are we in those strategic goals? And of course, that’s my job to tell them where they are at the strategic goals and if they’re working or not working, and then we can have a bigger conversation.

So the really positive side is everyone stays out in everybody else’s business, and we just go and do what we need to do. And if I need help, that’s when I go to my board and if they want more information, they come to me and say, we do not understand what’s going on here or what’s happening. So that to me is really.

Positive board, right? When you, When everybody knows their role and you just carry on and do your thing. that’s what we talk about. we call it the complimentary model, not complimentary, not free, but compliment as in the board and the ed, they compliment each other. Sure. it’s not about who’s better and who, but we work together as a team, everyone has a part to play.

So when everyone comes together and they know their roles, it’s a lot smoother. Isn’t it? Yeah, that’s fair. It works well. And it’s a fun job then, right? Yeah. Thank you very much, Brenda. I hope you guys found this useful. This was really great to hear this. And I’m curious about what are your thoughts about governance and what are you guys doing?

And what’s working. What’s not. Thanks again, Brendan. Great to have you here.

Thanks Tom. It’s good to be here. Thank you.


About Tom (TJ) Abbott

Tom (TJ) Abbott, CSP is the Managing Director of AMC NPO Solutions and an authority on Governance. He has over 25 years experience as CEO, President and board director of several not-for-profit organizations. Tom has also spoken in over 20 countries.