We at The Pappas
Consulting Group Inc. have been asked by a growing number of schools,
colleges, universities and nonprofits to work with their Boards on the
fundamentals of governance. As the school year looms on the horizon and
nonprofits begin to gear up their programs for the fall, we believe it
is time for chief executive officers and their Board Chairs to
establish a routine review and self-assessment of both individual
directors/trustees/regents and the board as a whole. Such an approach,
applied on an annual basis, will enable you to assess the ability of
individual directors and the board as a whole to meet the requirements
of sound stewardship in a time of fast-moving and continuous change.
Such self-assessment should address basic broad policies and
- Bylaws and articles of incorporation
- Understanding by the directors/trustees of their role and responsibilities
- Performance of directors in fulfilling the mandates and objectives of their strategic and resource allocation processes
- Relationship of the board to advisory and visiting committees, as well as other local boards or the national board
- Committee structure of the board
- Record keeping and related practices of the board
- Conduct of board meetings and board business
- Distinction between those areas reserved for staff and those reserved for the board
We recommend that you establish an ad hoc
committee of your board or utilize the nominating and/or board
development committee to conduct such a review. We urge you to include
your organization's chief executive officer in the self-assessment and
to conduct the self-assessment in a retreat-like setting. Based on our
own experience in helping to facilitate such retreats, you will learn
much about the perceptions people have about the fundamentals of board
structure, process and behavior. Such interaction, in turn, will allow
you to intentionally redesign the manner in which the board works and
the manner in which the senior staff interact with the Board and vice
We encourage you to utilize the following
Governance Self-Assessment Worksheet which we have developed as the
result of years of work with various organizations. If you do decide to
use it, let us know how helpful it was to you or what improvements we
should make to the assessment worksheet.
Governance Self-Assessment Worksheet
I. Mission, Vision, and Policy
- Are the mission and vision statements relevant?
the board had ample opportunity to review them? Do they serve to guide
the work of the board in determining organizational policy?
the board help to determine what programs and services should be
maintained, be divested, or receive an infusion of resources?
do board members know that their organization has in fact delivered
mission-based programs and services to multiple constituents?
SUMMARY: How have we as a board done overall in this category?
II. Strategic Planning and Resource Allocation
- When was the last time the board was involved in an organization-wide strategic planning process?
- Is there an established cycle for planning and resource allocation?
- Is there a monitoring and control cycle that has been established?
- Does the board agenda periodically call on the senior staff to report progress?
SUMMARY: Overall, do you believe that the board is adequately versed in
the mission and vision to respond to major strategic and resource
allocation issues confronting the entity as a whole?
III. Capital Planning and Asset Management
- Is the board sensitive about the relationship of the physical plant with senior staff attempts to develop a sense of community?
- Is the board aware of the on-going impact of technology on the charity's capital and physical plant budget?
- Is there an approved master plan?
- Does the board have the knowledge to discern when new capital construction and/or renovation projects are appropriate?
- Is the board too involved in the day-to-day management of the charity's custodial, maintenance, and utilities operations?
- Has the board done everything it could to avoid a potential conflict of interest between a vendor/contractor and the director?
SUMMARY: Many board members are in the business of real estate, plant
operations and property management. Are their firms or the firms of
friends involved in the day-to-day aspects of these operations? Do such
trustees benefit financially from such a relationship?
IV. Fiduciary Responsibility
- Does the board fully understand its role in developing financial policies, and managing investments?
- Does the board have ample time to review budget proposals and monitor the current year's budget?
addition to having the requisite skills to manage the financial assets
of the organization, does the board have the capacity to contribute to
- Is there adequate financial commitment from individual board members to give personally or influence others to give?
- Is there an adequate development and fund-raising department in the organization?
there a coordinated effort among the chair of the board, the chief
executive officer (president, principal, head of school, executive
director, etc.), and the senior development/fund-raising officer?
SUMMARY: Is the board fully aware of the organization's financial condition?
V. Board Membership
- Do you believe that current board members are sufficiently committed to the mission and vision of your organization?
- Do you have the systems and mechanisms in place to identify and attract prospective board members?
- Does the board have persons with backgrounds in one or more of the following areas?
- Human resources
- Fund-raising and development
- Real estate, construction, property management
- Professional training apropos to the programs and services offered by your organization
- Public relations/marketing
- Hospitality industry (food service, travel hotels)
the board strive to reach out and establish relationships with diverse
groups that support the organization's mission? Is there evidence that
the board intentionally wants to become inclusive and that it truly
- Is the board's composition adequate with respect to:
- Persons of color
- Are the board's policies and practices appropriate with respect to:
- The clarity of trustee role and responsibility
- Length and number of successive trustee terms
- Age limit
- Honorary titles, such as emeritus
- Size of the board
- The provisions of director's and officer's liability insurance to mitigate personal trustee liability
- Is there an orientation program for new and continuing board members?
- Are individual trustees/directors reviewed on an annual basis? What about the chair and the officers?
SUMMARY: Do we have the right people on the board? Are they onboard for the right reasons?
VI. Board Organization
- Within the past two years, has the board reviewed the existing committee structure and bylaws of the board?
board materials of the appropriate summary level? Are they forwarded
sufficiently in advance of committee and full board meetings?
- Are agendas focused on policy or day-to-day management issues?
- Are the number and duration of board meetings sufficient for the conduct of board business?
- Does the board chair and the organization's chief executive officer partner in the preparation of board/committee agendas?
- Is the chair effective in the conduct of board business?
- Are the board meetings meaningful to individual board members or are they merely obligatory gatherings?
- Is the present committee structure appropriate or would the board be more effective if it acted as a committee of the whole?
the executive committee too powerful? Does it consult and inform the
full board of its actions, or does it function fairly independently?
the committee structure address the basics of governance (finance,
audit, investments, strategic planning, nominating, and board
development) while simultaneously addressing the mission of the
organization (programs, services, educational programs, advocacy, etc.)?
- Are there too many committees?
- Is there a venue by which the voices of constituencies and stakeholders can be heard prior to board action?
- Do board policies allow for sufficient rotation of leadership to retain trustee interest and commitment?
SUMMARY: Overall, is the board organized to support the mission and
vision of the organization in the most effective, efficient, and caring
VII. Board/Chief Executive Partnership
- Has the board, in conjunction with the chief executive
officer, developed a written statement depicting the roles and
responsibilities of the chair's chief executive officer?
- Is this written statement/contract updated on an annual basis and does it serve as the basis for annual performance evaluation?
- Has the board delegated sufficient authority and responsibility to the chief executive officer to manage successfully?
- Is there mutual trust and respect between the board and the chief executive officer?
- Is there a clear understanding of the roles and responsibilities of the board vis-a-vis the chief executive officer?
SUMMARY: Directors and chief executive officers share a common
perspective: They are responsible for the organization as a whole.
Overall, is the working relationship between the chair, the board, and
the chief executive officer one that engenders trust, due diligence,
and timely decision making?
VIII. Board/Constituent Relations
- Does the board have a satisfactory method of communication
with its internal (staff, faculty, students, clients) and external
(state, local, federal government donors) constituents that does not
circumvent the chief executive officer?
- Does the board,
through the office of the chief executive officer, reach out to
constituents to ensure the ongoing development, implementation,
delivery, and evaluation of programs and services?
- Has the
board adopted policies relevant to the constituents it serves, how it
is to serve them, and what is provided with respect to programs and
- Are there grievance, due process, and other enumerated procedures that stipulate the board's role as the court of last resort?
SUMMARY: How well equipped is the board to deal with the multiple
constituents it serves? How effectively does it coordinate these
efforts with those of the chief executive officer?