How the Shelfspace Board of Directors Functions - The Policy Governance Model

Shelfspace's Board of Directors functions based on the Policy Governance model. The model sets out particular procedures and principles that guide the board in:

• defining its role
• defining its relationship with Shelfspace staff
• defining how it will conduct itself as a governing body

The four major components of Policy Governance are:

ENDS

The Board's most important job is to devise a mission and mission-related statements which clearly set out what the desired outcome - the Ends - of the organization's actions are to be. The Ends compose the organizational vision. Staff performance is evaluated based on how well the results of the association's actions match the desired Ends.

BOARD - STAFF RELATIONSHIP

The Board must set policies about how it relates to staff. The CEO is the Board's sole employee and he/she acts as the link between the Board and the Shelfspace staff. The only specified duty of the CEO is to be accountable to the entire Board for the performance of the association. As a result, the CEO is allowed a great deal of latitude to act and to empower others to act.

EXECUTIVE LIMITATIONS

The Board sets limits on the Means with which the staff operates. These limits are principles of prudence and ethics which form a boundary on staff practices, activities, circumstances and methods. In Executive Limitations policies, the Board states clearly what the Board will not allow, but it is silent regarding staff actions. This allows the staff to use their full creative powers while at the same time safeguarding against potential abuses.

GOVERNANCE PROCESS

The Board must also set policies for its own internal workings - how meetings will be conducted, what topics will be addressed, the role of officers and committees and how the Board will discipline itself.

PRINCIPLES OF POLICY GOVERNANCE INCLUDE:

The Board acts on behalf of the stakeholders (Shelfspace members), to whom it is morally and legally accountable.

• The Board can only act as a whole; members cannot act individually.
• The Board speaks with one voice.
• The Board decides upon the Ends and the Executive Limitations; it DOES NOT prescribe the means or methods for accomplishing them.
• The Board's ONLY employee is the CEO.
• The CEO is selected by and reports to the Board, not to individual Board members.
• Only the CEO directs Shelfspace staff.
• The CEO is accountable to the Board for the accomplishment of the Ends and for compliance with Board-stated Executive Limitations.
• The performance of the CEO is only measured against previously set criteria set out in the Board's stated Ends and Executive Limitations policies.
• With respect to Ends and Executive Limitations, the CEO is authorized to interpret the Board's policies, develop all activities, take all actions, and make all decisions as long as they are consistent with any 'reasonable interpretation' of the Board's policies.
• Board committees exist to help the Board do its work, not to help or advise the staff with its work.
• With respect to Governance Process and Board-Staff Linkage policies, the Chair is authorized to interpret the Board's policies, develop all activities, take all actions and make all decisions as long as they are consistent with any 'reasonable interpretation' of the Board's policies.
• The job of the Chair is to manage the work of the Board and not to supervise or direct the work of the CEO.