Standards for private organizations

2020 Edition

Governance (GOV) 4: Organization of the Governing Body

The governing body exercises leadership through a functional, effective structure.
2020 Edition

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Purpose

The organization's governing body is sufficiently active, capable, and diverse to guide, plan, and support the achievement of the organization’s mission and goals.
Note: Please see the Governance Standards Tool Kit - Board Manual Table of Contents for additional guidance on this standard.
1
The organization's practices fully meet the standard, as indicated by full implementation of the practices outlined in the GOV 4 Practice standards.
2
Practices are basically sound but there is room for improvement, as noted in the ratings for the GOV 4 Practice standards.
3
Practice requires significant improvement, as noted in the ratings for the GOV 4 Practice standards.
4
Implementation of the standard is minimal or there is no evidence of implementation at all, as noted in the ratings for the GOV 4 Practice standards.
Self-Study EvidenceOn-Site EvidenceOn-Site Activities
  • Bylaws/charter/article of incorporation
  • Board Manual
  • Governing Body Minutes for the previous 12 months
  • Interviews may include:
    1. Governing body chair
    2. Governing body members

GOV 4.01

The governing body establishes in the organization’s charter, by-laws, or similar document:
  1. the organization’s structure and scope;
  2. its responsibilities, including number of meetings held per year and their quorum;
  3. the body, typically its executive committee, to which it will delegate interim authority; and
  4. a process for assessing and implementing responsibilities, such as establishing task forces/committees.
1
The organization's practices reflect full implementation of the standard.
2
Practices are basically sound but there is room for improvement; e.g.,
  • Documentation related to one of the elements is outdated or does not reflect current practice.
3
Practice requires significant improvement; e.g.,
  • Documentation related to two or more elements are outdated and do not reflect current practice; or
  • One of the elements is not addressed at all, e.g., no written delegation of authority.
4
Implementation of the standard is minimal or there is no evidence of implementation at all.

GOV 4.02

The governing body establishes in writing:
  1. eligibility requirements for membership, including the prohibition of having staff and/or relatives of staff on board;
  2. mechanisms for recruitment, selection, rotation, and duration of membership; and
  3. mechanisms for election of officers and duration of terms.

Interpretation

If the chief executive retains board privileges as a voting member, the organization’s by-laws and/or conflict-of-interest policy must clearly define limits for the use of those privileges. The chief executive should be excused from deliberations on matters related to executive compensation, evaluation, and other areas that present apparent conflicts of interest.
Note: See GOV 7 for more information on establishing a Conflict of Interest policy.
1
The organization's practices reflect full implementation of the standard.
2
Practices are basically sound but there is room for improvement; e.g.,
  • Documentation related to one of the standard's elements is outdated and does not reflect current practice.
3
Practice requires significant improvement; e.g.,
  • Written by-laws related to two or more elements are outdated and do not reflect current practice; or
  • One of the elements is not addressed at all; or
  • The executive director is a full voting member with no limits; or
  • Another staff member, or a relative of a staff member is a voting member of the board; or
  • The by-laws have not established terms of service on the board.
4
Implementation of the standard is minimal or there is no evidence of implementation at all.

GOV 4.03

Governing body members receive an orientation that addresses membership responsibilities and an overview of the organization and its mission.
Examples: The board orientation may include: information on the organization's history, goals and objectives, governing body structure and procedures, ethics, programs and activities, introductions to staff, and facility and program tours.
1
The organization's practices reflect full implementation of the standard.
2
Practices are basically sound but there is room for improvement.
3
Practice requires significant improvement.
4
Implementation of the standard is minimal or there is no evidence of implementation at all.

Fundamental Practice

GOV 4.04

The organization maintains a board manual that includes governing body-approved policies and up-to-date minutes and records of all meetings.
Note: Please see the Governance Standards Tool Kit - Board Meeting Minutes Template for additional guidance on this standard.
1
The organization's practices reflect full implementation of the standard.
2
Practices are basically sound but there is room for improvement; e.g.,
  • Although up-to-date policies, minutes, etc. have been distributed to governing body members, they have not been incorporated into the manual.
3
Practice requires significant improvement; e.g.,
  • Governing body minutes and/or minutes of committee meetings are incomplete, or are too cursory to accurately reflect decisions or action taken, or are outdated; or
  • The manual is missing key policies; or
  • Policies have not been approved.
4
Implementation of the standard is minimal or there is no evidence of implementation at all; e.g.,
  • The governing body does not maintain a manual that meets the requirements of the standard or the manual is wholly inadequate.