Proposed Board Structure : LUSENET : Governance : One Thread


Overview of Proposed New Structure

The purpose of restructuring the COMPAS governing body is to improve efficiencies in decision-making, maximize the use of board members' time, and align governance operations with COMPAS's mission and commitment to its multiple constituents. This proposal essentially streamlines the number of Board Members, offers flexibility to appoint non-board members to committees, permits the formation of task forces for special assignments, and ties the Board more closely to program initiatives in a supportive, non-managerial manner.

This proposed new structure also increases opportunity to use communications technology for completing governance work. More details of governance work can shift from full-board meetings to smaller committees who use teleconferencing, computers, e-mail, the COMPAS website, and faxes to work on policies, recommendations, and oversight issues. These strategically-focused committees, composed of individuals from the metro and Greater Minnesota regions, can establish how to best communicate with each other to accomplish task in ways that minimize reliance on face-to-face meetings.

The new structure has by-law change implications such as reducing the maximum number of board members and addressing how to define "participation" beyond physical presence. Legal advice has been sought. Proposed changes to the by-laws that complement the proposed structure have been articulated. Summarily the new structure will capitalize on suggestions from the May, 1998 Open Space planning process and subsequent board/committee meetings that took place over the last year.

Overview Proposed New Committees: Composition, Role, Responsiblities

Executive Working Board-

Composition- Up to 21 people who consist of the COMPAS Board of Directors who meet six times per year at a location with remote communications access.

Role- The governing body of COMPAS works to create a favorable climate for the organization to pursue its mission and commitment to strengthening communities and individuals through creative self-expression. (This is the first half of the Governance Vision Statement.)

Responsiblities- As set forth in the Board Responsibilities section, the nine key areas reflect the scope of work that the full board must oversee. The full board must achieve majority agreement on decisions related to each area. The full membership receives the information to make sound decisions from committees who conduct research, provide information, and develop recommendations for consideration at full board meetings. The Board Responsibilities' section also contains specific expectations that are required for board members to fulfill responsibilities.

Resource Development Committee (NEW)

Composition- Open to COMPAS development staff and Board Members who are interested in development. Also open to non-board members with interest and/or expertise in fundraising-related activity, development of organizational partnerhips, and volunteer management. Committee Chair, who must be a board member, also serves on Executive Committee. A Co-Chair structure may be adopted to allow for a board and non-board member to share committee's leadership. However, only the board member is Co-Chair would serve on the Executive Committee. If two board members opt to serve as Co-Chairs, then only one needs to serve on the Executive Committee. Number of members should range from 3-7.

Role- Cultivate existing, and identify new relational, financial, in-kind, and good-will resources that complement COMPAS' process of working to engage communities and individuals in creating art. Relational refers to other organizations, institutions, or individuals who can help expand COMPAS' partnerships for new program endeavors.

Responsibilities- Develop fundraising strategies that engage board approriately.

Develop relationships with other organizations and individuals that can lead to mutually beneficial partnerships that are aligned with COMPAS' strategic direction.

Oversee the management of the Friends of COMPAS Governance Volunteer Bank.

Program Support (NEW)

Composition- One COMPAS staff person with program management responsibility and at one board members. Non-board members can serve. Total number of members should range from 3 to 7.

Role- Ensure that the full board is aware of the scope of COMPAS' existing program initiatives and maintain a feedback loop for disseminating information about how the board can support programs. Board support takes the form of pursuing opportunities to help promote program visibility and value, and not the form of providing direct managerial or oversight support.

Responsibilities- Develop appropriate mechanisms to share appropriate program information with Board during full meetings.

Be available to Executive Director and/or Executive Director's appointed staff, at their discretion, to work on strategic issues related to programs.

Task Forces (NEW) Composition- Appointees may include Board and non-board members who are selected by a COMPAS committee. At least one board member must serve on any task force. A task force's size may range from 1 to several individuals.

Role- Execute the charge provided by the committee during a set period of time during which work is to be completed. Upon completion of assignment, the task force may be disbanded.

Responsibilities- Complete discrete tasks as assigned by a Board Committee in a timely manner.

Executive Committee*

Composition- Composed only of board members who at a minimum consist of the Committee Chairs (standing and new committes), Board President, Board Vice-President (1), Executive Director (1). Other board members can be added to provide additional insight and expertise as deemed needed.

* This section only discusses composition implications for the Executive Committee, given the two new committees. Refer to the proposed by-law revisions for detail on the standing committees: Executive, Personnel, and Nominating.

-- Anonymous, February 11, 1999

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