General Assembly 2000 Event 217
From Carver Governance
Leadership is an important, yet elusive concept. It takes on different forms in different settings. The intent of Policy Governance® is to give operational definition to "leadership" as it applies in the specific context of a governing board. It addresses the questions: "How can a group of peers be a responsible owner-representative, exercising authority over activities they will never completely see, toward goals they cannot fully measure, through jobs and disciplines they will never master themselves? How can they fulfill their own accountability while not, at the same time, infringing unnecessarily on the creativity and prerogatives of management? How can they do so when within themselves they disagree, there is a limited time for the task, and there is an unending stream of organizational details demanding inspection?" All fields of endeavor encounter their peculiar dilemmas and challenges. It is common in natural development of any pursuit for experience to yield helpful tips and shortcuts. To the extent a field continues to advance, frameworks or paradigms of thought develop in which the principles and concepts provide more effective guidance than tips ever can. Management as a social science has certainly seen such a growth over the centuries—most strikingly in the past few decades. Technologies of management from time-and-motion, to MBO, to CPM, to Total Quality have characterized the rapidly growing integrity of the management function.
But while the performing function (management) has undergone impressive growth in this century, the purposing function (governance) has remained the least developed element in enterprise, typically the orphan of management more than its master. This is true in business, nonprofit and governmental bodies, though the typical flaws differ some from one setting to the other. We regularly accept a level of mediocrity in board process that would never be accepted in management. Policy Governance is a departure from that primitive state of conceptual development. It is a radical redesign of board leadership that makes new sense of the board-staff relationship, planning, evaluation, and all other aspects of the board job. Unlike virtually every other approach to the board challenge, Policy Governance is a conceptually coherent model, intended as a complete replacement of the deeply flawed traditional wisdom about boards.
In light of the leadership opportunities made possible by Policy Governance, governance as traditionally and widely practiced in all settings appears ill conceived, ineffective, and wasteful. Watching a city council, school board, social service board, or trade association board reveals varying degrees of ritual, rework, trivia, and failure to act as a group. Watching a corporate board reveals a CEO-driven charade in which directors are more advisors in the CEO's service than governors in the service of stockholders. Our missions and our own integrity demand that boards govern rather than either rubber stamp or meddle. Our busy lives demand that time, energy and wisdom be well used and that boards and managements should both be optimally empowered in their work.
The message of Policy Governance is not that individual boards should work harder toward what has long been held out as the ideal for board behavior, but that the ideal itself is flawed. By far most literature currently available to help boards is written within the patchwork ideas of the past. Books, articles, course work, seminars, consultants, and associations teach outdated forms of governance we should have discarded long ago. This is a primitive field, indeed.
And it means that school boards, city councils, corporate boards, social service boards, trade association boards and a host of others are wasting the bulk of their potential leadership and wasting their operational staff resource due to inadequate leadership(whether laissez faire or intrusive). It means that virtually all sources to which they turn for help only assist in miring them more deeply in outdated governance ideas. Thus it is that most board training is merely teaching boards how to do the wrong things better than they did them before.
It has long been said that boards should stick to making policy and leave administration to managers. But conceptual development of principles and rules for policy making has been scant, consisting mostly of ideas inappropriately borrowed from internal management rather than crafted for the specialized role of governance. Policy Governance, as its name implies, is about governing by policy, but it is policy of a more sophisticated nature than policy as we have heretofore loosely defined it. It has also long been said that boards should be (a) more involved and (b) more arm's-length. The truth is that boards should be more involved in some things and less involved in others. Only a creditable model—not anecdotal wisdom—can reliably and powerfully help a board and its CEO know which is which.
The model is a thorough working theory of board leadership that cannot be fully presented in a brief exposure. Nevertheless, here are a few of its basic tenets. Let's begin with the purpose of any governing board's job:
The purpose of  the board job is,  on behalf of some ownership,  to see to it that the organization  achieves what it should and  avoids what is unacceptable.
As counterintuitive as this approach sounds, it works magically. The board can succinctly enumerate the situations, circumstances, practices, activities, conduct, and methods that are off-limits, that is, outside the authority granted to the CEO. For most boards, this can be done in a half-dozen pages dealing with staff treatment, financial management, compensation, asset protection, and a few other areas of legitimate board concern. These proscriptions avoid telling the CEO how to manage, but do tell him or her how not to manage. Although verbally phrased in an intentionally negative or limiting way (to avoid the board's tendency to slip back into prescribing means), this approach is psychologically quite positive. The message to the CEO is, with regard to operational means, "if the board has not said you can't, you can."
To fulfill board leadership in this more effective way, the board produces four categories of policies in Policy Governance: (1) policies about ends, specifying the results, recipients and costs of results intended, (2) policies that limit CEO authority about methods, practices, situations, and conduct, (3) policies that prescribe how the board itself will operate, and (4) policies that delineate the manner in which governance is linked to management. These are exhaustive policy categories; except for bylaws, there is nothing else for the board to decide. Moreover, they are policy categories designed for the job of governing, not for the job of managing as are traditional categories used for board policy-making.
There is a great deal more to the Policy Governance® model— some critical principles have been omitted from this brief summary—but these comments provide a glimpse of the wide differences between conventional practice and the Policy Governance redesign of board leadership. The implication is no less than an assertion that what most boards do most of the time is a waste of time and inimical to good governance and good management. It is a hopeful model, in that it asserts that the process is more the problem than the people. (Good managers on boards, by the way, are caught up in almost the same errors as non-managers.) No matter how dedicated or intelligent, people cannot be all they can be in a poor system—and that is exactly what boards have been handicapped with. Policy Governance provides an advanced framework for strategic and visionary board leadership.
Condensed from John Carver & Miriam Mayhew, Carver Guide Series on Effective Board Governance, with notes inserted on adapting the model to Unitarian Universalist churches by Margaret Keip
Policy Governance is a fundamental redesign of the role of a board, emphasizing values, vision and the empowerment of both board and staff. It is built on ten principles:
Boards exist to own an organization on behalf of some identifiable ownership to which they are answerable. Simply put, a board governs on behalf of persons who aren't seated at the table.
MK: In a church the owners [members] constitute the organization. They are the church, and are served by it as well.
The primary relationship the board must establish, maintain, clarify, and protect is its relationship with its owners keeping in contact with them, and hearing their voices.
MK: This is a far easier task for church boards than most non-profits. Many are the means at hand.
A board is a corporate entity entrusted by its owners with the authority to govern and lead the organization. If the board is to lead, then on each given issue, it must speak with a single voice. The strength of this voice arises from the diversity of viewpoints and intentions its members bring to the board, as well as from the way the board focuses this multiplicity into unity. This one-voice principle doesn't require or imply unanimity. On the contrary, the board must embrace all the diversity it can on behalf of the ownership. Differences among trustees are not only respected, but encouraged. Rarely will a vote be unanimous. Those board members who lose a vote, however, must accept that the board has spoken and that its decision is now to be implemented. The board should not present conflicting messages to its ownership or its staff.
This principle of one voice can be undermined by charging board officers with roles of management, and by creating committees with mandates related to areas of staff responsibility. A board chair who supervises the chief executive, or a committee set up to instruct staff, must inevitably violate the one-voice principle in order to function.
Board committees are legitimate when they help with tasks that belong to the board. They are not when they help with tasks that have been delegated to others. Staff spend as much time almost making decisions, which then must be passed through committees, as they would spend actually making the decisions.
MK: Board committees do groundwork preparing the Board for its work. Church committees develop programs and manage congregational activities in coordination with paid staff.
The principle of one voice can also be broken by individual board members who, thinking they are being helpful, go directly to staff with instruction or guidance.
Unless a board masters the art of speaking as a group, it has little power to lead. A board speaks with one voice...or it doesn't speak at all.
Policy is here defined as the value or perspective that underlies action. Board policies express the board's soul, embody the board's beliefs, commitments, values, and visions, and express its wisdom. Board policies should be generated by the board itself, not brought to it from other sources. Policies develop out of the board's struggle with values, from the stage of initial musing to crafting a written document.
The board decides what to have policies about, and to what level of detail it will develop them. Its policies fit into four categories:
Except for what belongs in bylaws, these categories of board policy contain everything the board has to say about values and perspectives that underlie all organizational decisions, activities, practices, budgets, and goals.
Values come in sizes; large values contain ranges within which smaller ones occur, like a nested set. A board establishes control over large issues with broad policies, and subsequently decides how much further to detail them. Then it delegates further definition to someone else, fully empowering them to do so, and accepting any reasonable interpretation of its policies. (With Ends and Limitations policies that someone is staff; with Governance and Linkage it's the board chair.)
The board may develop policy to whatever detail it wishes, so long as it does so from broad to narrow, and does not skip levels in the process. (When they approach policy-making this way Boards can exercise leadership and maintain effective control without delving into vast detail.)
Boards are accustomed to approving plans brought to them by staff. Predictable problems arise: The very act of approving forces boards to become entangled in trivia; and to avoid feeling like rubber stamps, boards may nit-pick. Approvals are usually issued without clarifying the criteria used in giving approval. Further, approving staff plans freezes into place details which cannot then be changed without board re-approval. This obstructs staff creativity and agility (a severe disadvantage to the organization), and weighs down the board with detail (diverting time from deciding the very policies that would make such role confusion unnecessary). Having board policies in place ahead of time allows board and staff alike to know whether a staff plan is approvable, since all the criteria by which approval is given are clear for everyone to see.
MK: Many realms that are staff responsibilities in non-profit agencies are member-led in a church. These include much of the fulfillment of the congregation's mission. Thus its member leaders serve as volunteer staff. Lay leaders and committees thrive with the empowered responsibility Policy Governance makes possible. It undergirds and strengthens shared ministry.
The board does need to be assured that staff plans are true to the applicable board policies—and that reassurance is gained by policy-focused monitoring. This also reinforces the one-voice principle, because the board has already stated its criteria for approval, and board members aren't thrown back onto diverse personal criteria.
MK: This process provides the board with a meaningful way to evaluate church leadership and programs, while paying attention to the Ends they exist to serve.
The justification for any body lies in what difference it can make. A nonprofit organization exists so that its world can be a better place. The kind of thinking needed in order to make a difference requires a sense of the whole, an overview, a high vantage point. The board will become more of a think tank for vision than a reviewer of staff decisions and activities. It will focus on outcomes; focus on the reasons for which the organization exists at all.
MK: A church seeks to make a difference not only in the world, but also in members' lives. And its impact in the world is managed by and through its members, not merely on their behalf. Churches are uniquely integrated organizations, with members being owners, volunteer staff, and clients, too.
An issue is an Ends issue if—and only if—it directly describes what good, for whom, or at what cost. If not, it is not an Ends issue, no matter how important, no matter who decides it, no matter how closely related it is to goals, strategies, mission, or perceived board work. Ends language is never about what the organization will be doing; it is always about what will be different for those it serves. Distinguishing ends from means will enable the board to free itself from trivia, to delegate clearly and powerfully, and to turn its attention to large issues.
The organization's conduct, activities, methods, and practices are its "means" rather than its ends. Board means relate to how the board will organize, structure, and conduct itself in order to accomplish its job. Staff means are the various arrangements and actions needed to accomplish the ends or to safeguard the operations that produce them. Resist the temptation to prescribe staff means. (The board does not tell staff how to do its job.)
The board's role is one of boundary-setting—specifying in writing which staff means would be unacceptable, unapprovable, or off limits. (In other words, the board says what kind of means it will not put up with.) Beginning with broad prohibitions, advancing thoughtfully toward more detailed ones, the broader statements act as a safety net. Producing a "don't do it" list sounds negative, but in outcome is not. It allows a secure freedom, the boundaries of which need not be guessed, and within which staff creativity and action are encouraged. This key method of means constraint enables a board to govern with fewer pages of pronouncements, less dabbling in details of implementation, and greater accountability.
MK: Recall that in churches, staff includes both hired folks and volunteers. Paid staff manage those tasks for which volunteers lack skills or energy or time—tasks that would otherwise divert members from the spiritual growth, sustenance, and opportunities for gifted service which they've come to church seeking, and which lie and the heart of a church's reason for being.
The board states what it expects of itself, its code of conduct, the way it will plan and control its agenda, and the nature of its linkage with the ownership. And the board treats its own governance policies as iron-clad commitments.
The board commits itself to use internal committees only when they are necessary to help the board get its own job done (not to help staff with theirs).
MK: Some typical Board committees in a non-profit agency will be congregational committees in a church—e.g. Search and Nominating—Search, because the congregation calls its minister, not the board; Nominating, because board members are directly elected by the congregation to represent it.
The board delegates to its Chair the right to make any reasonable interpretation of its words in governance process and board-staff linkage policy areas. The chief executive has parallel authority with respect to topics governed by ends and staff limitations policies. This delegation pattern ensures that the Chair and Executive work closely together, but neither reports to the other.
MK: The Policy Governance model does not require that a single individual serve as Chief Executive. Although it will involve the board in directly monitoring the work of more than one person, the Executive role can be fulfilled equally well by a team. The design of the executive position will appropriately vary according to the congregation's structure and desires and according to the skills and interests of its chosen clergy.
In developing its governance policies, the board again follows a broad-to-narrow approach, begin-ning with the broadest form of the question, "What is our job?" It goes into further detail until it is willing to allow its Chair to reasonably interpret its words in implementing board business.
Board and Executive constitute a leadership team. Clear differentiation in their roles and responsibilities enable them to fulfill and excel in them, mutually support each other, and influence each other toward ever greater integrity and capability for leadership.
The board has the right to expect performance, honesty, and straightforwardness from its staff. Boards may be understanding about performance, but should never bend an inch on integrity. In turn, staff rightfully expect the board to be clear about the rules and then play by them, to fulfill its own job, and to speak with one voice.
In Policy Governance, monitoring is conducted only against criteria currently stated in ends and limitations policies. When a board adopts the discipline of monitoring only what it has already addressed in policy, its anxiety will drive it to develop all the policies needed. The board will require information that directly addresses existing criteria, and receive relevant monitoring data without having to digest enormous amounts of unnecessary information.
Rev. Margaret Keip is an Accredited Interim Minister with the Unitarian Universalist Association (UUA). She has been trained by John and Miriam Carver and consults with church boards on Policy Governance. Reach her by email at interimtwo @ aol.com.
By John Carver: Nurturing the Relationship Between a Congregation and its Governing Body
All congregations have some kind of governing body. In some denominations, it is called a board, in some a council, in some a session. For simplicity, I shall call it a board, because the term parallels the board that governs a corporation.
The relationship between a church congregation and its board may be the most unexplored relationship in church life. At the same time, it is one bursting with possibilities for enrichment.
That may be because it involves a group-to-group relationship, something for which few of us have developed skills. Or it may be because the board role—in churches or any other institution—has lagged far behind other under-standings we have about organizations.
Because I have worked and published on the topic of board governance for almost two decades, I've developed some ideas that may be of use as a church and its board consider the conduct and nurture of the boards governance role. Effective concepts of governance will help a congregation know what to expect of its board, as well as help the board know what to expect of itself.
We have all seen a board, driven by a conscientious desire to serve, getting so entangled in details that the big picture and purpose are obscured. We may have seen a board second-guessing its minister about inconsequential aspects of liturgy for a given Sunday. And we have all seen a board involve itself in purchasing decisions or small items of budgeting that any competent adult could handle without the assistance of a board. The list goes on, for there is an endless supply of interesting activities to draw a board's attention away from mission and vision.
I recall the board of a large church—one blessed with the resources to have an extensive staff—spending hours discussing fine points of the maintenance of buildings and grounds, far more than it spent on the purpose for which the church existed.
The effect of Policy Governance is to remove much of the caprice from board actions, to define roles clearly, and to empower the minister and staff without "giving away the shop."
Some years ago I developed a radically new framework for any board's job, an approach I call the Policy Governance model. The model calls upon boards to make a simple but unaccustomed distinction between two kinds of decisions, ones I refer to as "ends" and "means."
Ends decisions address what benefit will come to pass for whom, and the worth or cost of that benefit. For example, an ends issue might be the relative cost or value of shelter for the homeless, reduction in teen pregnancy, or effects on the religious life of the community. Ends relate not to what we will be doing, but to the difference we intend to make in people's lives. Ends get right to the heart of why a congregation exists. Their broadest expression might be in a mission statement. Means, on the other hand, include practices, methods, conduct, and other activities done as people pursue those all-important ends. Just as the congregation entrusts an important task to the board, so the board then delegates to the minister and perhaps to others.
The ends/means distinction is a powerful tool in defining delegation that is encouraging and empowering, yet safe.
The distinction is used this way. The board decides the ends and it decides its own means (such as how often to meet, what committees to have, or how to deal with controversial topics), but it would not decide, say, the minister's means of dispensing a fund for benevolences to indigents. Instead, the board tells the minister what means are not acceptable. That is, the board does not tell the minister how to do his or her job, but what limits must be observed as the minister determines the best way to get the job done.
These limits on means can be stated very briefly; they ordinarily relate to what the board feels would be an improper use of people or assets. Commonly, the limits imposed describe what would be unacceptable in treatment and compensation of staff, in handling finances, in protecting property, and even in budgeting. Although the boundary-setting approach sounds negative, the effect is to free the competence, creativity, and inspiration of the minister and staff within bounds. In other words, the minister (or any other delegatee) is charged to achieve certain ends, but may use any method or practice that the board has not ruled off-limits.
For the board, dealing in wisdom leaves little time for endless jots and tittles that can safely be left to others. The board sees itself not as there to look over everyone's shoulders about small management issues, but to lead in expressing the congregation's values and vision. These qualities are the chief ingredients in determining ends. The new governance model helps boards understand that their calling of stewardship is not answered by micromanaging or meddling, but in the inspiration and collection of congregational wisdom.
Relevant to this special relationship between congregation and board is the concept of ownership. In an equity corporation, clearly, the stockholders ultimately own the business. Corporate boards don't always act that way, but in theory at least no one seriously questions the direct line of ownership. In the same way, a public school board has a responsibility to the general public; the members of the public are tantamount to stockholders. For non-profit and public boards, the matter is a bit more cloudy. The family counseling center, the social service agency, or other quasi-public service might be said to have the same kind of broad-based ownership too, but that ownership is rarely well-defined. In the absence of defining ownership clearly and then acting conscientiously on its behalf, boards often give to splinter groups the homage that rightfully belongs to owners. In this way, either the staff or a particularly vocal consumer group can come, for all practical purposes, to "own" the organization. Consequently, any model of governance must repair this rift, putting in its place a strong linkage between the board and the persons for whom the board serves as representative or agent.
The board's allegiance must be to the "owners" as a total body, not to vocal subsets of the ownership. I once watched with awe a church board that understood this touchy matter. Board members carefully crafted an interviewing scheme so that the board could hear from quiet members of the congregation just as clearly as from the louder ones, who otherwise would have had disproportionate influence.
The foundation of governance rests on a sound trusteeship relationship between the board and the owners…which brings me, of course, to the care a church board must exercise about its service to the congregation. Proper stewardship of this critical linkage requires more than happen-stance nurturing of the relationship.
First, the critical relationship is between the board and the congregation, not the board members and the congregation. Although composed of individuals, the board as such is a body, indivisible in its authority and its accountability. The board as a body is empowered to act on behalf of the congregation, board members as individuals are not.
Consequently, the board should develop a strong sense of itself as a vehicle for defining, exhibiting, and sustaining group stewardship. This is not an easy task. Most of us are accustomed to getting jobs done by ourselves or through structural hierarchies. Many jobs, of course, are best done that way. But a board is peculiar creature. Its task is to be a numerically workable microcosm of a numerically unworkable total congregation. This more agile group can then assure that the diversity of opinions are heard, weighed, and reduced to a coherent set of directions.
In other words, the church board's first and most compelling challenge is to pull together an unbiased aggregate of congregational ideas, intentions, and aspirations.
Its second challenge is to resolutely, yet fairly, choose a course of action that does not constitute "riding off in all directions." This feat requires a great deal of listening, debating, and data gathering, not to mention conscientious study and courage.
The resulting message of ends to be attained—and means to be avoided—is largely an instruction to the congregation's "performance teams": minister, director of education, choir director, building and grounds committee, chief usher and anyone else charged with specific responsibilities. (If the minister is treated as a chief executive, giving directions is even simpler, for they need to be directed to only one person.) But giving the message and even evaluating achievement are the easy parts. Pulling the disparate views together in a caring way is the greater difficulty.
In other words, the biggest hurdle for church governance is not the board's working relationship with its staff, but with its "boss", the congregation.
Given that the relationship between the board and the congregation is a critical and precious one, how can the board be a responsible steward of this vital connection? And what of the congregation's role in nurturing this relationship? What does the congregation owe its board—or, to borrow a concept from Robert Greenleaf, its servant-leaders?
As in any relationship, both congregation and board have roles to play. The following list might stimulate a given congregation and board to develop their own strategy for the care and feeding of this relationship. I believe all the points will apply somewhere, sometime, though not all will be relevant in the context of every congregation:
Each congregation, of course, will not only create, but will continually recreate the nature of its own board-congregation relationship. Creativity and commitment, as in any relationship, can work wonders. For many, however, simply focusing on the components of this relationship and giving it the explicit attention it merits will be a new and exciting approach. In the relationship between the board and congregation exist the precious elements of servant-leadership, trustee-ship, and commitment to service that deserve to be carefully defined, protected, and nurtured.
To learn more about the Policy Governance model visit John Carver's website. John & Miriam Carver's work is published by Jossey-Bass: (800) 057-7739.
"Ends decisions address what benefit will come to pass for whom, and the worth or cost of that benefit...
Means, on the other hand, include practices, methods, conduct, and other activities done as people pursue those all-important ends."
"Ends decisions address what benefit will come to pass for whom, and the worth or cost of that benefit...
Means, on the other hand, include practices, methods, conduct, and other activities done as people pursue those all-important ends."
The Policy Governance Model calls for clear distinctions between organizational ends and means. Here are some examples from our very own All Souls of Deluge Falls:
These are "first-level" board policies from Unity Church-Unitarian. The complete board policies and Bylaws can be found on Unity's website.
For more information contact web @ uua.org.
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Last updated on Monday, July 22, 2013.
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