A GUIDE TO GOVERNANCE OF NATIONAL PTA
ENSURING A RESPONSIVE, EFFECTIVE, AND EFFICIENT GOVERNANCE STRUCTURE FOR NATIONAL PTA
FEBRUARY 2002
GOVERNANCE The value of effective governance may seem hard to measure in the nonprofit setting, however, there is evidence that superior governance can reduce risk and spur improved performance in the long run. One of the distinctive features of the nonprofit sector is the responsibility for governance; here it rests with the volunteer leaders who serve as members of the board of directors. While the correlation between organizational effectiveness and the governing board strength is difficult to quantify, there is strong empirical belief that a board can have a profound effect on the success of the organization it governs–if not on its very survival. National PTA recently completed a four-year journey that necessitated a total overhaul of its strategic process for planning, governance, and decision making. In support of National PTA‟s Strategic Plan, adopted June 1999, the organization continues to institute changes designed to improve strategic focus and effectiveness, enable all parts of the organization to better work together, and enhance service to members. The result will be an organization that is more flexible, responsive, and better equipped for the future. Modifications in governance are a necessary and positive part of this transformation. In recent board surveys, there was overwhelming support to improve the effectiveness of the work of the board as well as other governance entities. At the recommendation of the board of directors–during the June 2001 National PTA Convention in Baltimore, Maryland–representatives of National PTA‟s 6.5 million members Reduced the board of directors to 28 members from 87, allowing for more efficiency in making and implementing decisions; Changed PTA‟s member/constituent focus from a small group of volunteers providing the same service to all state organizations to a team approach of volunteers, staff, and consultants helping states address specific needs; and Focused the national organization‟s structure to help states build capacity to provide service to their own constituent organizations and promote membership growth. With its new structure and focus, PTA emerges as a high-performing national organization dedicated to the needs and values of members; committed to diversity, teamwork, and selfevaluation; and focused on critical issues and strategic thinking rather than on day-to-day operations. This perspective allows the association to move from an internally focused board that concentrates on short-term issues and solutions to a highly accountable board that is flexible as it focuses on evolving member needs and a changing environment.
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BOARD OF DIRECTORS Questions are often raised regarding what boards do and what their focus should be. Governance is often discussed, but most individuals do not understand its meaning or its importance. The Center for Quality in Governance states that the mandate of governance is to Ensure the organization delivers its promise of quality products and services; Fulfill its mandate in a socially responsible manner; Maintain financial viability and integrity; and Ensure the requisite capability to achieve a sustained level of high performance and ongoing responsiveness to its environment. Webster‟s Dictionary defines the root meaning of governance as “to steer” as in providing guidance, as opposed to managing or administering. The focus for National PTA‟s Board of Directors is to set policy and strategic direction for the organization. It is expected to (1) set overall strategy and policy objectives, (2) provide input on how staff plans to achieve those aims, and (3) monitor and evaluate the organization‟s progress toward its goals. National PTA has a 28-member board of directors, charged with oversight for the organization. The board meets four times per year and has seven standing committees. Membership on the board is comprised of (a) national officers (president, president-elect, secretary/treasurer); (b) seven members from the National Council of States; (c) ten member representatives; (d) six atlarge members; (e) two youth members. Management supports the board and works directly with members on various initiatives. Board Member Categories Category/Length of Term President/2 years President-Elect/2 years Secretary/Treasurer/2 years 2 Youth Members/2 years 7 NCS Representatives/2 years 10 Member Reps/2 years 6 Appointed At-Large Members/2 years How Nominated/Placed in Office Office assumed by president-elect Nominated by board development and nominating committee/Elected by convention delegates Nominated by board development and nominating committee/Elected by convention delegates Appointed by president/Approved by board Elected by National Council of States Nominated by board development and nominating committee/Elected by convention delegates Appointed by president/Approved by board
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The board works in concert with the staff and management of National PTA as described below. Board of Directors Determine the mission and vision of the organization. Establish strategic direction and monitor implementation of the strategic plan. Establish and monitor the organization‟s policies. Management Assure tactics and decisions are consistent with the mission and vision of the organization. Develop and implement the tactics to enable the realization of strategic objectives. Assure adherence to policies and develop procedures and processes to support implementation. Select, support, evaluate, reward, and remove the organization‟s staff. Manage and operate the organization to achieve operational performance measures.
Select, support, evaluate, reward, and remove the organization‟s CEO. Oversee operating performance and create management accountability to operating performance measures. Review and approve the organization‟s operating and capital budgets. Assure the preservation, enhancement, and maximization of the organization‟s assets (financial and human).
Develop appropriate budgets in accordance with board policy. Develop/implement tactics that preserve/enhance the value of the organization‟s assets; assure assets are deployed in a manner which creates optimum value for the organization.
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Board Officers Board officers–president, president-elect, and secretary/treasurer–are officers of the corporation who serve a specific legal function. President The role of the president is to Serve as chair of the board of directors. Serve as an ex-officio member on all committees of the board of directors. Appoint chairs and members to any board-approved committee or task force, and appoint official National PTA representatives. Serve as an officer of the corporation. Serve as signatory of the corporation. Serve as the official spokesperson of the association, but may use designees as appropriate. Move the organization to achieve the outcomes as defined by the strategic plan. Lead and facilitate the vision and leadership functions of the board of directors. Communicate regularly with the executive director and president-elect in governing the organization. Communicate regularly with the board of directors. Facilitate the resolution of issues. Delegate responsibility to members of the board of directors and build a team. Lead board development activities. Establish performance objectives with the executive director and ensure that an annual evaluation of the executive director is accomplished. Facilitate the transition of president-elect to president. Demonstrate/embody the values of National PTA. Ensure the board of directors conducts an annual evaluation of its own performance. President-Elect The role of the president-elect is to Serve as a member of the board of directors. Serve as a member of the finance committee. Perform the functions of the office of the president in the president‟s absence or when the president is unable to perform the functions of the president as determined by the board of directors. Communicate regularly with the executive director and president in governing National PTA. Support the president in moving the organization to achieve outcomes defined by the strategic plan. Demonstrate/embody the values of National PTA. Undertake the necessary leadership development to fulfill the role of president.
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Secretary/Treasurer The role of the secretary/treasurer is to Serve as the financial officer of the corporation. Serve as the secretary of the corporation. Serve as a member of the board of directors. Serve as the chair of the finance committee. Report the financial status of National PTA to the board of directors and members. Executive Director The executive director serves as the primary liaison between the volunteers and the staff. As such, this employee of National PTA provides input to the president and board of directors, and relays decisions and direction from them to the staff. In essence, the responsibilities of the executive director are to Exercise the general powers of supervision and management of headquarters operations within the budget and policies established by the board of directors. Serve as a representative for the association. Provide support to the board of directors for developing and executing the strategic plan. Serve as the primary staff to the board of directors. Be responsible for implementing fiscal controls for the association and for overseeing the preparation of the total National PTA budget. Act as the custodian of the „corporate seal‟ and records of National PTA. Be responsible for the strategic management process of National PTA. Demonstrate/embody the values of National PTA. Communicate regularly with the president and president-elect in governing the organization. Serve as the lead staff to the board development and nominating committee.
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NATIONAL COUNCIL OF STATES As a cornerstone for the revitalized governance structure for National PTA, a deliberative body called National Council of States (NCS) was created. The only one of its kind in nonprofits, the National Council of States brings forth, assesses, develops, and recommends policy to the board of directors on major issues. These recommendations would address National PTA‟s policy on areas of parent involvement, safer environments for children, and a strong, effective public education system. Most of the council‟s focus is on significant external decisions/ actions/resolutions, with internal efforts only addressing critical organizational issues. The council is to identify and address “dynamic” member issues. This deliberative body is expected to contribute to the overall strategy of National PTA. The council will evaluate the marketplace‟s wants and needs against key products and services offered by National PTA. By assessing National PTA‟s key strategic areas and referring items for action, the council will expose emerging issues and provide feedback for ongoing adjustment and evaluation in National PTA‟s strategic plan. The members of the National Council of States are drawn from National PTA‟s constituencies. The council supports and encourages proactive, bottom-up, member advocacy, while continually seeking member input. The council is also a forum for leadership development that results in greater leadership in the organization. Finally, the council should enhance the culture of National PTA by embracing its values, developing a progressive culture, and reflecting the diversity and future of the organization through its composition. Make-Up of the National Council of States Position Members from State Congresses At-Large Representatives (including youth) NCS Chair NCS Chair-Elect # 54 Length of Term The decision of the state PTA the member represents 2 years How Nominated/ Placed in Office From the state PTAs
10
Nominated by board development and nominating committee/ Approved by NCS President of National PTA President-elect of National PTA
1 1
2 years 2 years
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Job Description The role National Council of States‟ members is as follows. 1. Selection Each state selects a representative to the National Council of States, and determines the term of service for that representative. Ten (10) additional members (at-large members) shall be chosen. - Nominations shall be made by the board development and nominating committee. - Additional nominations may be made from the floor. - A plurality vote shall elect. At large members shall serve a term of two (2) years. 2. Qualifications Member of a local PTA. Understand the mission, vision, and value of National PTA. Represent diversity. Have PTA knowledge. Provide professional expertise. Skills, ability, and willingness to debate, deliberate, and make recommendations on issues affecting the organization. 3. Responsibilities Elect seven (7) of its members to serve on the board of directors. Identify and prioritize trends to guide the board in setting strategic direction. Review and recommend issues related to organizational policy. Identify and recommend action on - emerging issues - policies - legislative trends 4. Meetings One meeting in conjunction with National PTA convention. One additional meeting during the calendar year. The president and president-elect of National PTA shall serve as chair and chair-elect, respectively, of the National Council of States. 5. Other As envisioned by the Strategic Planning Committee’s governance recommendations: NCS members comprise a deliberative body. NCS is a grassroots representation of the membership, giving input to the board of directors. Issues, trends, and policies of importance to National PTA are to be identified by NCS, to bring to the attention of the board of directors those things that should be considered for action.
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The issues, trends, and policies could address both internal (organizational) concerns and external (educational, social, political) concerns. These issues, trends, and policies are to be considered and discussed by NCS. Priorities in these areas are to be determined by NCS. Recommendations for action (based on these priorities) made by NCS will be taken to the board of directors. The board of directors will regularly report to NCS on actions taken regarding these recommendations.
Definitions for NCS job description purposes: Trends: Issues: Policy: Direction of movement, what‟s happening in the world. Matters of public concern, or of concern to the body. A course of action, guiding principle, or procedure considered to be expedient, prudent, or advantageous.
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STANDING COMMITTEES Committee Board Development and Nominating– Seven members (Members come from the organization at large) Finance–Five members (Members come from the board) Bylaws–Five members (Members come from the organization at large; chair appointed from board) Resource Development–Seven members (Members come from the board) Membership–Nine members (Members come from the organization at large) Legislation–Five members (Members come from the organization) Field Service–Eleven members (Members come from the organization at large) Length of Term Staggered, three-year terms
One-year term
One-year term
One-year term
Staggered, three-year terms
Two-year term
Staggered, three-year terms
Board Development and Nominating Committee Description. Roles and Responsibilities 1. Discern characteristics and skill sets of potential National PTA leaders to meet the needs of the strategic plan. Interact with various membership levels to identify needs and potential leaders. Perform gap analysis of board of directors‟ needs (current vs. future). Ensure diversity is part of the gap analysis. Provide input into the development of job descriptions, qualifications, and criteria. Establish that applicants for elected positions have qualifications as outlined in the bylaws. 2. Find the best, qualified people for leading National PTA toward its vision and strategic plan. Develop a process to recommend nominees with the following qualities:
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o Vision and Leadership: the ability to see the big picture and the courage to set direction to achieve National PTA‟s mission. o Stewardship: the integrity to serve the interests and pursue the goals of the organization. o Knowledge: knowledge of PTA‟s constituents, its operations, and organization. o Diligence: dedication and commitment to the organization‟s goals. o Collegiality: possessing a sincere and respectful attitude toward colleagues and their views. Communicate with all stakeholders within the association to identify a diverse but representative group of potential leaders. Continue to establish the pool of potential leaders. Create a pipeline for future leaders by being forward-thinking. Be well-versed in the responsibilities and skill sets required for all positions on the ballot.
3. Screen, evaluate, and select potential leaders. Screen and interview potential leaders prior to putting them on the slate. Determine the slate. Inform all applicants who submitted letters of interest of results and other opportunities. 4. Recommend continuing education that enhances leadership development for the organization. 5. Advise the president on committee/task force member selection. 6. Advise appropriate entities on matters related to governance structure and operations. Members of this committee serve a term of three years, and may not serve more than one term. In order to create a proper flow of information and understanding, members of the board development and nominating committee should have the ability to access the intranet and other means of electronic communication, and periodically attend board of directors and National Council of States meetings, as well as other meetings and activities as needed. This link between groups will enable the committee to carry out its job more effectively, while functioning as autonomously as possible. Finance Committee The finance committee is composed of five members, led by the secretary-treasurer; the president-elect also serves. Three committee members are appointed by the president at the postconvention board meeting each year and serve a term of one year; members may not serve more than two terms. The committee presents an annual budget to the board of directors for its approval and recommends an auditing firm.
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Bylaws Committee The bylaws and policy committee is composed of five members. Members are appointed by the president at the post-convention board meeting each year and serve a term of one year, or until their successors are appointed. The chair is appointed by the president from among the members of the board of directors and serves a term of one year. The committee‟s responsibility is to make a comprehensive study of National PTA Bylaws and Policies, and propose bylaw amendments and policies for the consideration of the board of directors. The bylaws of all constituent organizations are subject to review by this committee. Resource Development Committee The resource development committee is composed of the president, president-elect, and five additional members. The president appoints the additional members and the chair from among the members of the board of directors at the post-convention board meeting. Members serve a term of one year, or until their successors are appointed, and may serve more than one term. The committee‟s role is to plan and implement the organization‟s resource development program in concert with the professional staff. Membership Committee The membership committee is composed of nine members, appointed by the president at the post-convention board meeting. Members serve for a term of three years, or until their successors have been appointed, and may not serve more than one term. The president appoints the chair from among the members of the committee for a term of one year. The chair may not serve for more than two terms. The membership committee develops membership strategies and evaluates effectiveness of membership development practices. Legislation Committee The legislation committee consists of five members. Members are appointed by the president at the post-convention board meeting, and serve a term of two years, or until their successors have been appointed. Members may not serve more than one term. The president appoints the chair from among the members of the committee for a term of one year. The chair may serve one additional term. The legislation committee reviews issues and policies as directed by the board of directors, and returns recommendations to that body. The committee also conducts a review of the legislative program of National PTA and makes recommendations to the board of directors.
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Field Service Committee The field service committee is composed of eleven members, appointed by the president at the post-convention board meeting. Members serve a term of three years, or until their successors are appointed, and may not serve more than one term. The chair is appointed by the president from among the members of the committee for a term of one year. The chair may serve no more than two terms as chair. The field service committee: Assesses capability levels of state organizations, Determines field service needs aimed at building capacity of states to operate effectively, Coordinates field service efforts, and Oversees training programs for issues and priorities of the organization.
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Function A. Strategic Planning
National Council of States Identify and prioritize trends on an ongoing basis to guide the board in developing strategic direction.
Function Grid Board of Directors Set and monitor strategic direction. Responsible for National PTA‟s mission and vision. Build ownership and commitment to action.
Management Assure that tactics and actions are consistent with the mission and vision of National PTA. Develop and implement the tactics to enable the realization of strategic goals and objectives. Support identification of trends that impact the work of the membership. Support evaluation of implementation. Prepare budgets in accordance with the policies of the board and strategic direction. Ensure National PTA is operating within the budget. Recommend/take corrective action (where appropriate) throughout the fiscal year.
B. Finance and Budgeting
Debate and recommend for board and member approval membership dues and other dues payments for affiliate organizations.
Provide fiscal oversight. Review and approve annual income and expense budgets, capital budget, and investment policies. Approve budget amendments as required. Determine executive director compensation. Communicate the financial performance of National PTA to the members. Review an annual, independent audit.
C. Operational Performance
None.
Provide operational oversight. Select the executive director and conduct his/her annual performance review. Set performance indicators for the strategic plan, including National PTA‟s programs and services, and monitor outcomes.
Perform management operations within performance expectations.
Function D. Policy
National Council of States Review, deliberate, and recommend policy and strategic direction for practice, education, and research.
Board of Directors Based on the strategic plan, establish public policy and legislative agenda. Establish and monitor policies to carry out the business of the association, including but not limited to appeals, recognition, and diversity. Approve policy statements of National PTA. Adopt, administer, and enforce National PTA‟s code of ethics. Approve changes to the bylaws (with member approval). Establish process for removal of elected officers and other officials.
Management Recommend policies to the board of directors. Establish procedures and guidelines in accordance with policy. Implement policy.
E. Other
Review and debate organizational practices.
Provide technical and professional support for bylaw administration.
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