The governance of a not-for-profit organization can take many forms and can range from relatively simple structures to very complex governance structures. Whatever form it takes the Board of Directors should periodically sit back and review how the job of governance is accomplished in their organization and look for ways to improve efficiency and effectiveness.
In June 2010 your Board of Directors decided it was time to undertake a governance review and established a task for to do just that. The Task Force on Governance (TFG) would consist of four Directors, the President & CEO, an outside consultant with expertise in this field, and the Chairman. The mandate was to do a comprehensive review of the governance requirements of COPA, the regional representation requirements, how those are currently satisfied and where improvements can be made. The TFG term was to be 12 months during which time the TFG would report back to the Board several times with recommendations and refine its work based on Board response.
Basic governance of a not-for-profit organization relates to consistent oversight, cohesive policies, guidance, processes and decision-rights for given areas of responsibilities within the organization. This is the work that gets done in board meetings and committee meetings. Our structure has grown well beyond that. COPA’s 15 volunteer Directors are democratically elected on a regional basis from nine regions across the country. In addition to their governance work these volunteers are relied upon to extend COPA’s effectiveness across the country by representing COPA in their regions, identifying and working on regional issues, and supporting and developing our system of COPA Flights (133 active across Canada).
The TFG did a lot of research in its first few months. It looked at how other national and international aviation associations are structured, it looked at both ends of the spectrum from appointed boards dedicated to governance only to boards such as ours with many areas of responsibility, and other options in between. It considered many different ways of nominating, electing or selecting Board members and it looked at several different ways of addressing the need for regional representation. Our consultant, Inge Hansson, has a vast amount of experience in governance of not-for-profits and proved to be very valuable in guiding the work of the TFG.
The TFG then reported back to the Board with a number of recommendations and alternatives in every area and asked the Board to make some fundamental decisions so that the TFG could continue to develop the choices. Two important decision where made at this stage. The Board felt it was important to retain the regional democratic process of electing Directors which gives members direct access to the Board on a regional basis. However, the Board does feel that the process of attracting and nominating candidates needs to be improved. Secondly, the Board felt strongly that the Directors’ roles of representing COPA in the regions should remain with the elected Directors, but a better definition for these roles was required.
With these and some other directions from the Board established the TFG continued its work of developing better processes and definitions for later recommendation to the Board. The TFG now focused on developing a better Board committee structure to make the job of governance more efficient and effective,
and on developing a comprehensive Director job description so that the regional work of Directors is clearly documented and will be available to future candidates so that members who run for election know more precisely what is expected of them.
The TFG has since developed the Director’s job description, and a comprehensive template for all standing committee terms of reference (ToR). Two standing committees have been established with new ToR: a Governance Committee and a renewed Strategic Planning Committee. The Governance Committee is an important one and is responsible for making recommendations to the Board for the purpose of ensuring that the proper governance framework is in place for COPA to operate efficiently and accountably. It will carry on the work of the TFG once its term is up in July 2011. As I write this the TFG is working on ToR for two additional committees that will be submitted for Board approval at its next meeting.
This may not sound like much but the TFG has created a solid foundation for the Governance Committee to continue developing improvements to Board effectiveness, on an on-going basis. Much work has been done which can be referenced for continuing improvements. The expectation is that through a solid, and monitored, committee structure the Directors will be able to exercise good governance for COPA and also be effective as Regional Representatives.
Your Board has taken a good look at the process and is starting to make ongoing improvements that will make it effective in leading the largest aviation organization in Canada through the next 10 years. I plan to provide you with further updates over the coming year.
Meanwhile, keep your prop spinning.