Board - Director Relationship

3.1 Delegation to the Director

All authority delegated from the Board to staff is delegated through the Director so all authority and accountability of staff, as far as the Board is concerned, is considered to be the authority and accountability of the Director.  The Board will establish governance policies and will delegate the implementation and subsidiary procedure development to the Director.
The Board will:

3.1.1 Direct the Director to achieve defined results, through Vision, Mission, Belief, Goals, and Objectives polices as established.

3.1.2 Limit the latitude of the Director in practices, methods, conduct and other means to achieve the Vision, Mission, Belief, Goals, and Objectives only through establishment of Director’s Parameters policies.

3.1.3 Authorize the Director to establish all further procedures, recommend new policy to the Board, make all decisions, and take all actions as long as they represent a reasonable interpretation of the Board policies.

3.1.4 Monitor the Director’s performance and it will be considered synonymous with organizational performance as a whole.  Consequently, the Director’s job contributions can be stated as performance in only two areas: 

  • accomplishment of the Board policies on Vision, Mission, Belief, Goals, and Objectives,
  • compliance with the Board policies on Director's Parameters.
3.1.5 Monitor compliance with a given Board policy ongoingly in one or more of three ways:
  • Internal report:  Disclosure of compliance information to the Board from the Director.
  • External report:  Discovery of compliance information by a disinterested, external auditor, specialist, or consultant who is selected by and reports directly to the Board.  Reports must assess executive performance only against policies of the Board, not those of the external party unless the Board has previously indicated that party’s opinion to be the standard.
  • Direct Inspection:  Discovery of compliance by a Board trustee, a committee, or the Board through inspection of documents, activities or circumstances as directed by the Board which allows a “prudent person” test of policy compliance.