Guest blog post from Bob Harris, CAE
Association policies are among the board’s governing documents. Policies are the wisdom of a prior board adopted and passed on to successive directors. Policies are your “friend,” communicating the best method for handling an issue.
For example, in a discussion about finances you might hear, “Should we have an audit this year? How did the last board handle it? Can it just be a compilation? Can a committee do it?”
If a prior board had adopted a policy, it would remove uncertainty. For instance, “The board will cause an audit or review to be undertaken by an independent financial professional at least every other year.”
Policies interpret bylaws. They should not be inserted in the bylaws. Bylaws amendments must be voted on by the membership. Policies can be adopted, amended, or repealed by a vote of the board.
Pandemic Policy Adaptation
Policy manuals were OK before the pandemic. The pandemic has exposed some faults in policies. With the help of Elizabeth Krile, CAE, executive director at AIA Columbus, we have suggested revisions.
Technology Rainchecks – Education has been transformed to on-line webinars. When the power goes out, the instructor loses connection, or someone hijacks the slide deck with graffiti, there should be a policy on cancellation and rescheduling. Now all webinars have a “raincheck policy” indicating what will occur if the webinar is shut down unexpectedly.
Video Cameras – Directors transitioned to remote, on-line meetings. They adjusted quickly but would not turn on their video cameras. For more effective meetings, the board set a policy that all directors should have and use their video. Without video cameras, the chair must do a roll call before any vote to ensure nobody has dropped off and a quorum exists.
Virtual Confidentiality – The association already had a policy on confidentiality of discussions and documents at board meetings. For remote meetings it is uncertain who might be listening to a director’s call. The policy was amended to cover remote meetings in unknown background environments.
Check Signing - “When the pandemic struck, checks were circulated by mail only to have someone intercept and forge a check,” said Elizabeth Krile at AIA Columbus. “When we met in person the officers could view and sign checks. Meeting virtually, the association is revising the check signing policy by exploring options such as online bill paying, ACH and credit card usage. The new policy will integrate transparency and financial safeguards.”
Remote Staffing – Staff have always worked at the office. The employee manual requires the physical office be open 9 to 5. This policy obviously does not work during a pandemic. The new policy will be a hybrid model, combining remote and office environments. For HR issues, be sure to consult with legal counsel.
Rules of Order – The bylaws prescribe “Roberts Rules of Order Newly Revised 12th Edition.” With the pandemic board meetings are on-line, shorter, and more frequent. Meeting rules are respected but procedures and quorums have been relaxed.
Annual Meeting Requirement – The bylaws state the “annual meeting will be held no later than the last week of the fourth month of the year.” The meeting was cancelled because of the pandemic. A policy was adopted to allow the board to set the date.
Financial Audit – A full audit by an independent financial professional annually was prescribed in the bylaws. The board amended that to allow an audit, review of compilation to be conducted at least every 3 years. The policy describes the process for selecting an auditor and appointing an audit committee to interface with the CPA.
Financial Safeguards – The association has policies to separate the duties of opening mail and recording checks. With fewer staff at the office, this process will be updated. Other procedures need to be tweaked in the new work environments.
A typical association has between 25 and 50 board policies. More than that and the board may want to conduct a sunset review of the manual to bring it up to date.
Adapting to pandemic conditions may require a fresh look at existing policies. Thank you to Elizabeth Krile, CAE, for collaborating on pandemic driven policies.
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Note: Bob Harris, CAE, provides free governance tips and templates at www.nonprofitcenter.com.