| Jean Roberts Governance Framework | Jean's Definitions | Jean's Comments |
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Direction is given in the rules within the Constitution regarding the procedure for nomination, election or appointment of Board members. The Board is legally accountable to the membership base to ensure that all resources available to the organisation are invested in or applied to the purpose of the organisation and to ensure that the affairs and activities of the organisation are carried out in accordance with the rules.Most importantly, the Constitution gives direction on the distribution of surplus funds, requiring that they are to be invested in the affairs and activities of the organisation.A Constitution is:
Relationship of the Constitution with policies, procedures and planning:
Each Board member should have their own copy of the Constitution and understand the importance and relevance of its contents to their governance role and function.Should the contents of a Constitution differ from the manner in which the organisation is currently functioning, there are two options for the Board:
In many organisations, the Constitution is seen as a document that is relevant only to the application for incorporation or registration. After that, it is then only occasionally referred to, filed under M for Mysterious or located (with difficulty) when required by some external source. In other organisations, the Constitution is respected as an important source of direction and protection by the Board and CEO, with serious attention paid to keeping it up-to-date and in line with legislative amendments and using it as a working document.The Constitution can also be mis-used or even abused, for example:
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| 1. | statement
of purpose or objects - this is what your organisation is currently incorporated or registered to do |
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| 2. | the
legal name of the organisation and registration number - the name and registration number should appear on all corporate stationery and documents |
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| 3. | definition
of key terms used in the Constitution - this list explains the meaning of such terms as Act, Association, Company Co-operative, Member, Board or Committee, Auditor, Officer |
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| 4. | categories
of and eligibility for membership of the Association, Company
or Co-operative, including the process for applying for membership - there will be a procedure set out for Membership application, eligibility, approval - mention will be made of the procedure when a member may be seen to be ineligible for continuing their membership, and situations under which membership automatically expires |
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| 5. | how
the register of members is to be kept and continually updated
- this register sets out the date on which each members application for membership is approved by the Board, and the date on which a member ceases to renew their membership or ceases to be eligible to continue as a member |
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| 6. | discipline,
suspension, expulsion and appeal of members - for example, there are 3 relevant clauses in the Associations Act in Victoria:
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| 7. | details
of the Board, including:
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| 8. | the
grounds or reasons by which a vacancy occurs on the Board
during the year, and process for filling such casual vacancies
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| 9. | frequency
and procedure for Board meetings, and minimum number
of Board members required for a formal meeting (ie the quorum)
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| 10. | the
frequency, quorum and procedure at general meetings,
annual general meetings and special general meetings
of Association, Company or Co-operative members, notices of
agenda items or motions, and style of voting
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| 11. | funding
and financial sources, and how funds are to be managed, eg
procedure for drawing and signing of cheques
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| 12. | procedure
for amending or altering the statement of purpose or rules
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| 13. | provisions
for the custody and use of the common seal
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| 14. | custody
of relevant documents and securities
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| 15. | right
of members to inspect relevant documents, and procedure for
doing so
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| 16. | procedure
for winding up or dissolution of the legal entity
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Note:
The term Board includes Board of Directors and Committee
or Board of Management
Introduction
Men and women of all ages join Clubs in order to either benefit themselves or benefit the Club.
Some join with enthusiasm, maintain their enthusiasm and remain with the Club for a long time. These quickly become and remain active members, and they become active recruiters of new members, and active nurturers of existing members.
Others join with enthusiasm, find their enthusiasm lessening as they become familiar with Club activities and membership requirements, and gradually fall away. They quickly become passive members. If they recruit new members or nurture existing members, its by accident rather than by design. And when their membership does cease, its not likely that they will talk positively of their Club membership and experience to others who could benefit.
Yet other will join with enthusiasm, find their enthusiasm lessening but remain in the Club as passengers which means that Club membership brings little benefit to themselves and less to the Club. This group becomes a cost to the Club. They renew their annual membership, but offer little more than the minimum effort required to retain membership eligibility.
A member-based Club is one whose primary purpose is to provide member services of a nature and quality that will ensure maximum member loyalty, ie membership renewal and recruitment. In a member-based Club, you must be a member in order to receive or participate in services which are only available upon payment of a subscription.
The
challenge for any member-based Club includes ensuring that:
| 1. | current members see membership as an investment rather than a cost |
| 2. | there is a continuing inflow of new, and a minimal loss of existing, members |
| 3. | the nature, quality and availability of member services does not suffer as membership numbers increase |
| 4. | members contribute to, are involved in and are committed to the Clubs purpose and philosophy, and |
| 5. | members genuinely honour the Clubs traditions, and work in a coordinated and committed manner to ensure that the Club continues to serve or achieve its purpose. |
Member-generated income is usually a major category of Club revenue. As well as funding the cost of recruiting, servicing and retaining Club members, the Club must be able to fund the activities directly associated with its purpose.
There are two major categories of Club life - activities related to membership, and activities related to the purpose of the Club. It is wise for any Club to know the ratio of membership activity and costs to purpose activity and costs.
For
example:
| 1. | a Service Club exists for the express purpose of raising funds to sponsor initiatives that will bring practical and lasting improvements in the life or lifestyle of a designated group of people who are disadvantaged in some way |
| 2. | annual Club income is $100,000 |
| 3. | annual income from Club membership is $20,000 at an annual cost to the Club of $40,000 |
| 4. | annual income from the Clubs efforts to raise funds for purpose-related activity, including donations through Club member contacts and networks, is $80,000 |
| 5. | ideally, the Club should be able to allocate $80,000 to purpose-related sponsorship as a result of that financial years activity: however, $20,000 of this money has to be used to subsidise Club membership |
| 6. | sponsorship requests received by the Club for the year total $300,000 |
| 7. | the result is that the target group for whom the Service Club exists is subsidising the Clubs members. |
This
example is an extreme one to illustrate the relationship between
Club membership and Club purpose. The Club in this example may
not even know that this situation exists. However, when the Club
does know, it has a work to do.
Activities to recruit and retain Club members should be planned in such a way that the costs of these activities are covered by Club member-generated income. This enables the Club to separate income and expenses directly related to the Clubs purpose, which in turn enables the Club to openly and proudly proclaim its effectiveness in terms of its purpose the most powerful, positive and persuasive incentive for member-recruitment and retention.
The
following page offers a continuum of Club membership to assist
in planning a Member Recruitment and Retention Program in an objective,
strategic and financial manner.
This
will enable the decision-makers within the Club to:
| 1. | think, plan and act objectively, strategically and financially |
| 2. | support and increase the enthusiasm, willingness and activity among existing Club members |
| 3. | ensure that the cost of member recruitment and retention is covered by member-generated income |
| 4. | market and promote the Club to donors and supporters as a genuine vehicle to ensure that the whole of their financial contribution will be passed on to the purpose for which the Club exists |
| 5. | provide a positive, persuasive and powerful report to members and guests at the Clubs annual general meeting |
| 6. | raise the communitys confidence in the Clubs performance, integrity and transparency - and most importantly in its governance and management and increase the effectiveness of the Club in terms of its purpose |
| 7. | attract the interest of potential members and retain the active commitment of current members. |
Notes
on the continuum of Service Club Membership:
| 1. |
Individual members may progress through membership Stages with ease and comfort, seek further involvement through time and become a valued and valuable contributor and activist in achieving or addressing the purpose of the Club. In this case, member-satisfaction remains high and their contribution is active-active in that they pay their annual dues and actively support and participate in the Clubs efforts
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| 2. |
Individual members may pay their membership fees and then decide not to move beyond a token involvement: in this case, satisfaction remains low and their contribution is active-passive which means that they pay their annual dues but do not actively support or participate in the Clubs efforts
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The continuum shows the possibility for one person to move from prospective to new member, to then choose whether to become active-active or active-passive, to become key or to lapse prior to exiting. Continuum of membership of Service Club Membership
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| 4. |
Some
people dont progess beyond Stage 2 they either
choose not to progress, or circumstances in their lives
at that time prevent progress. The Club needs to understand
the circumstances and if possible, assist the new member
to maintain membership until circumstances enable her/him
to progress along the continuum: this is care and
nurturing.
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| 5. |
If
Club member-benefits or activities are not seen by a potential
or new member as relevant to them, this may be an indication
of one of the following factors:
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| 6. |
Where
Club members become disillusioned and withdraw their energy
or lessen their activity or involvement, the Club itself
is at risk. Therefore, every Club member who exits
the Club should be invited to an exit interview,
and the main question to ask is What could the Club
do differently or better in order to retain your interest
and commitment? |
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The
Club should have an active Membership Recruitment and Retention
Program. Such a Program would have its own budget with a Club-endorsed
strategy to address and monitor Member:
| a) | recruitment |
| b) | orientation |
| c) | involvement and participation |
| d) | care and nurturing |
| e) | training and development |
| f) | grievance procedures |
| g) | conflict management |
| h) | financial analysis of membership-related activity, and |
| i) | membership analysis, and surveying of both continuing and exiting members. |
Member-based
Clubs are dependent upon effective recruitment, servicing and
retention of members. Such Clubs are only as strong and effective
as their active-active membership.
Club
membership needs to be kept in perspective. Club membership is
the means by which the Club will achieve its purpose. There will
be Club members whose major interest is in Club membership, and
others whose major interest is in the Clubs purpose. It
is wise for any Club to ensure that all Club members are given
the opportunity to be actively involved in the area of their choice
in Club activities. Where there are insufficient current Club
members for any task, this deficiency becomes an immediate
priority in the Member Recruitment and Retention Program.
Financial
and operational analysis
A
dependable Club Membership Data-base is the primary requirement
in financial analysis. A Club will usually have a Committee (or
Board) that oversees the management of all Club activity, including
administration, information, finances, structure and membership.
It is common for such a Committee to establish a number of sub-committees,
one of which would be the Membership Recruitment and Retention
Sub-committee, and another may be Member-Services Sub-Committee.
(The language may be Executive with Committees, rather than Committee
with Sub-committees, but the purpose of each group would be the
same.)
The
purpose of Sub-committees is to improve the quality of Committee
decision-making, and their role is to research given issues or
topics to prepare and submit validated and costed recommendations
to the Committee for decision, information or action.
The
Committee needs to know:
| a) | their definitions of active, passive, active/active, active/passive, lapsed member and ex-member together with the criteria for eligibility for membership | ||||
| b) | current numbers of members in each of these categories | ||||
| c) | trends in membership recruitment and retention through the past 5 years at least, or since the Club was established | ||||
| d) | average period of membership: ratio of active to passive members; ratio of new members to exit members whether by resignation or non-renewal | ||||
| e) | average number of years that members remain active, active/active and active/passive | ||||
| f) | current member services, the extent of member acceptance or popularity for individual services, and the lifetime and performance of each service to date | ||||
| g) |
indirect and direct costs of member recruitment, retention and services
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| h) | financial ratios, eg indirect to direct costs, member-generated revenue to membership costs, Club-generated funds available for purpose activities to direct donations. |
By quantifying the total costs related to membership, the Club
can then compare this figure (progressive in the current financial
year, for the previous financial year and if possible trends through
the past 5 financial years) with:
| a) | income generated by membership fees and renewals |
| b) | income generated by current members in Club activities (eg dinners, individual meeting fees, meeting fund-raisers, fines) |
| c) | income generated through member-services (eg purchase of Club badge, stationery, newsletter subscription, web-site subscriptions, badged apparel, annual conventions), and |
| d) | income generated for the Clubs purpose through the Clubs direct or mass appeals, major events to which non-members are invited, etc. |
The Club will have regular business meetings to which all Club members are invited, and these statistics should be shared with members, inviting their responses and suggestions for improvement where desirable. Involving current members in Club matters is informing and educating current members as to the role and function of the Committee and Sub-committees, removing the mystique that is often given to this level of Club decision-making, and preparing current members for the inevitable invitation or nomination to move into decision-making roles.
Some
thoughts on the role of Board Chairperson in a Nonprofit Organisation
(Note Association refers to Association,
Company limited by shares or guarantee, and Cooperative: Board
refers to the governing body of the legal entity )
The
first task of the Chairperson as Team Leader is to check your
Team
Identify
the names, positions and backgrounds or categories of current
Board members, and compare the actual membership with the requirement
as set out in the organisations constitution.
| | make a list of the Board members names | ||||||||||
| | beside each name, note the position held by that person at this time, ie Vice-President, Secretary, Treasurer, Public Officer, Committee (ie Committee of the Board) Convenor or Portfolio and note the length of time each position has been held by each person to date | ||||||||||
| | beside each position, note the constituency/category of membership and expertise/skill, eg association member, staff or service-user representatives, professional expertise, community member, familiarity with the target group, etc | ||||||||||
| | check
the rules for:
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| | if
there are any differences between your list and the rules,
make a note of them. Possible differences include:
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| | check the rules for requirements for member attendance at, apology for and leave of absence from formal meetings | ||||||||||
| | where
there are differences, have the Board as a whole discuss whether
these differences are important: if they are, there are two
options
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The Team Leader needs to know and understand that every member of their team is valuable and valued.
The Team Leaders responsibility is to bring out the best and the uniqueness that each person can offer.
The Team Leader has the potential to improve the quality of individual and team performance and relationships, leading to increased effectiveness within the total organisation.
Chairperson/CEO
working relationship
This
working relationship is the most critical relationship in your
organisation, therefore the following checklist:
| 1. | agree with the CEO that there will be 'no surprises', good or bad, during your term of office, |
| 2. | ensure confidentiality and privacy for all discussions on contentious issues, |
| 3. | be accessible, particularly in times of emergencies, |
| 4. | collaborate on policies and procedures for conflict resolution and grievances at Board level, and within the Association, |
| 5. | ensure an effective procedure for quick and efficient responses to all reasonable requests, |
| 6. | keep a running list of items that you want to discuss with the CEO and tick them off as you attend to each one, |
| 7. | set a regular time before each Board meeting to review the agenda with the CEO and ensure that each item is suitably resourced, again, to reduce the possibility of 'surprises', |
| 8. | collaborate on starting and ending meetings or appointments on time, |
| 9. | collaborate to ensure a clear distinction between the work of the Board and that of Committees of the Board, |
| 10. | collaborate on mentoring or nurturing your successor: and ensuring a clear role for your predecessor, and |
| 11. | collaborate on monitoring and improving the performance of the Board, and the job satisfaction of Board members. |
Chairing
Board Meetings
The
Chairpersons duties regarding meetings are to ensure that:
| 1. | meetings are properly convened in accordance with the rules of the organisation .. that proper notice is given and that a quorum is present at each meeting, |
| 2. | all statutory regulations and the organisations rules, policies and procedures are observed, |
| 3. | the agenda is prepared and circulated, setting out items of business to be considered, |
| 4. | adequate opportunity is given to Board members who wish to speak, |
| 5. | control of the meeting is maintained, |
| 6. | s/he acts impartially and that discretionary powers are used in the best interests of the association members, |
| 7. | end-of-meeting summaries are given of decisions made and tasks allocated so that each person leaves with a clear idea of what has happened and what is expected of them, and |
| 8. | the meeting is closed only after the business at hand has been properly concluded. |
The
Chairperson may not carry out all of the 8 duties personally,
but has the authority to see that they are done.
The
Chairpersons specific powers:
| 1. | to rule on points of procedure |
| 2. | to put the question to the vote |
| 3. | to accept or reject proxies or representation |
| 4. | to rule on voting |
| 5. | to remove disorderly persons |
| 6. | to adjourn the meeting |
Jean’s previous comments on challenges and opportunities for nonprofits
This article, written by Jean Roberts, first appeared in the August 2005 issue of Association Management (Not For Profit Networks monthly magazine)
A
day in the life of a dynamic Association CEO
"The ideal CEO would be a poet, an historian
and a student of weather maps"
(Bill Reddin)
Association Executives operate in an environment that is constantly
changing and active. Added to this, they are expected to be full
of energy and new ideas, offer stability and support to their
people, and ensure a positive and powerful public image for the
association and its services. In short, Association Executives
are expected to be Super-CEOs.
Surely it is fair and reasonable to take a sympathetic glance into this work-a-day world. A typical day may begin with a prepared task list for the day, with anticipated time limits allocated to individual tasks. And of course the tasks will be categorised as to whether they are (a) urgent and important, (b) urgent or (c) important. (Yes, Association Executives have read up on time management!).
Category (a) tasks for today:
_ hour Management meeting