Friday, May 31, 2013
Bonanza Column 279 - What is the Board's Job?
What is the job of the IVGID Board of Trustees? I’ve raised this question before and am raising it again because the answer does not seem to be clear to many residents and at least some Trustees.
To reiterate, the Board is not a legislature or a town council or a board of supervisors, it is a board of TRUSTEES. To quote from an earlier column, the Trustees are not elected by constituencies – all Trustees are voted on by the entire village and are charged with holding the assets of the District in trust. A Trustee is “a…person to whom property is legally committed to be administered for the benefit of a beneficiary.” We, the residents of the District, are the beneficiaries, and the Trustees serve as stewards – they manage our common property and interests for the benefit of all of us and are charged with maintaining and increasing the value of those properties and interests.
The job of the Board is governance, not management. Governance can be said to be representing the owners, of an institution. Governance represents the will of these owners and consists of a governing body that oversees the overall function of the institution. The governing body appoints management personnel, whom are given the power to administer the organization. Governance can be said to set the right policy and procedures for ensuring that things are done in a proper way. Management is about doing things in the proper way.
Under the Policy Governance Model, which is one of the most widely applied and respected models in use in the non-profit and government sectors, the job of the Board is to set policy, hire a chief executive, ensure that that person is clear on the Board’s policies and results expectation, and then leave the executive to manage the achievement of those results within the limits of the policies. In IVGID, that executive is the General Manager.
In 1984 the IVGID Board passed a resolution (number 1480) that set general personnel policies and objectives for the District. Consistent with Policy Governance, the resolution stated clearly that the Board’s job was to “develop a uniform set of guidelines to direct the administration of the District’s personnel matters” and that the approach the Board took to personnel administration should be strategic, to “diagnose long-term problems, anticipate future needs, and develop a stable framework for addressing these problems and needs.”
The resolution goes on to state that “The General Manager shall maintain direct, day-to-day supervision over all District employees, with the exception of the Attorney” and that “Trustees are encouraged to express their opinion and/or concerns on any personnel matter to the General Manager in private. … Trustees will exercise their authority to direct Staff, collectively, through the General Manager, at Board meetings. Individual Trustees shall refrain from directing or attempting to directly supervise Staff. This policy statement is not intended to prevent individual Trustees from occasionally making suggestions to supervisor Staff, when such suggestions do not imply supervisory direction.”
Some of the current Trustees may need to re-read Resolution 1480. There have been reports of Trustees who seem to think it is their job and their place to give directions to IVGID staff, including being observed telling one staff member at Diamond Peak to clean up some spilled coffee. I’m not saying the spill should not have been cleaned up, just that if the Trustee felt compelled to have it done at his behest, he should have gone to the employee’s supervisor.
I can’t imagine a situation where it would not be grossly intimidating for any employee of the District with the exception of the GM to be confronted or directed by a Trustee. More importantly, the GM, is accountable to the Trustees; everyone else with the exception of the Attorney is directly accountable to their manager and ultimately to the GM. In the corporate world, this is called “board interference with management” and is considered a very bad practice, to the point where corporate board members have lost their seat over it.
The Trustees should concentrate on setting policy for the District and supporting and empowering the GM in managing the execution of that policy rather than (in some cases) trying to look and act like big shots at the Staff’s expense.-->