ISEN-ASTC-L is a service of the Association of Science-Technology Centers
Incorporated, a worldwide network of science museums and related institutions.
*****************************************************************************

Although it is not illegal for an ED to be a voting member of the board, it
can undermine the quality of governance in a number of ways:
1)  The Board is responsible for recruiting, retaining, evaluating and
setting compensation and benefits for only one staff member -- the ED.  If
the ED is a voting board member, by-laws need to explicitly exclude this
title from this process and the executive sessions, voting etc. related to
it.
2)  It is a common best practice for Board Finance Committees to set
signature policies for checks.  (1 among several authorized staff including
the ED for checks up to $X.  2 authorized staff for checks at $X+ but not
as large as $Y.  1 authorized staff and 1 trustee for large checks greater
than $Y.)  Since the Director is also a very powerful member of the budget
building and analysis team, setting the Director as a check signator who
can sign singly for small checks, can sign as one of 2 who can sign with
someone s/he has hiring/termination power over, and signing as a voting
board member can undermine accounting controls.
3)  The Achilles Heel of the nonprofit and corporate models is the constant
power toggling between staff and board function...implementation/management
on one side, to goals/priorities/adopted budget set by the other side.
Having one individual who has authority and accountability on both sides of
the equation in good times can drive very focuses policy and practice.  But
by concentrating authority and accountability in the Board member/ED, it is
difficult to move both the institution and its governing board up the
maturational curve.  And in the worst of times, inside dealing becomes way
too easy.

On Thu, Sep 20, 2012 at 9:47 AM, Greg and Laureen <[log in to unmask]>wrote:

> ISEN-ASTC-L is a service of the Association of Science-Technology Centers
> Incorporated, a worldwide network of science museums and related
> institutions.
>
> *****************************************************************************
>
>
>
> We are in the process of creating and adopting bylaws for a new Science
> Center in South Bend, IN and would like feedback on whether to have the
> Executive Director as a voting member, and possibly executive Board member.
> Some Boards have the E.D. as Board Chair. Most have the E.D. explicitly not
> a Board member. I can see benefits to both. Having served on many Boards
> over the years this dynamic can be very important and needs to be addressed
> up front. Clear chains of command need to be defined but what is the best
> shape of the chain?
>
> Greg Jones
>
>
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>
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-- 
Marilyn Hoyt
110 Sixth Avenue
Pelham, NY 10803
914-815-0671*


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Check out the latest case studies and reviews on ExhibitFiles at www.exhibitfiles.org.

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