Board Policy Manual (BPM): What is it and Why use it?

Miscommunication is listed as the #1 reason non for profit organizations fail. This
miscommunication among board members, staff, and other stakeholders manifests itself in
many different forms. For example, miscommunication could result in a board that has what is
called a two-tier structure. In this case, the executive board has more influence than other board
members. This means that not every board memberʼs opinions, skills, and over all voice about
the organization is weighed equally. Where as in successful organizations with successful
boards, fluid communication allows the executive board to function properly as an emergent
entity should the need arise to make quick decisions for sake of the organization. For this
reason, executive boards should be the most trusted people on the board. Another example of
miscommunication is “the blame game”. (“Itʼs your fault weʼre in this mess. No, itʼs your fault -
and so on and so on.) In order to alleviate miscommunication among boards, a governance
system was created - and because boards guide through policies in which the staff must adhere
to, this governance system is in writing.

A BMP exist in the realm between the bylaws and the minutes taken at each meeting. A BMP
does not replace the bylaws or the minutes. It is not in “legalese” language, as to be digestible
to anyone who needs it, and yet it is much more compact and to the point then years and years
of recorded minutes. It is the go-to guide on all things board related. It serves a role as a living,
breathing, ever-changing document that states the “voice” of the board to staff, the public, the
press, the government, and potential donors. It also benefits any new board member by quickly
orienting the new member to what this board is all about. A BMP brings about transparency so
that board members can trust each other which brings about the staff trusting the board, which
brings about the public trusting the organization. The BMP works to make all implicit policies
(policies unwritten, based on hearsay) become explicit policies (policies that are written) without
stepping over the line in an effort to control any parts of the staff. This can only add to how
people support an organization.

A BMP is broken into five sections:

• Part I: Introduction and Administration
• Part 2: Organization Essentials
• Part 3: Board Structure and Process
• Part 4: Executive/ Artistic Director & Staff - Board Relationship
• Part 5: Executive Parameters

A BMP system takes time to get use to, but once the time is invested, the board achieves a
stability that can withstand transition of the CEO branch of the organization (Executive/ Artistic
Directors), can withstand economic downturn, can withstand challenges from competing
ventures, all while breeding a culture of trust and respect within the organization. Success works
from the inside-out, and because people should not be afraid of their governments (in this case,
the board), and because governments should first, and foremost, give to their people - a BMP
reinforces that the members of the board are there to serve, not to rule.

Part I: Introduction and Administration

Many people have never heard of a BMP. This section addresses what a BMP is and
how it serves a purpose for that particular organization. This section not only differentiates what
the BMP is from what is not, it also explains how it is maintained, who is responsible for the
different parts and subparts, and how it is employed in the governance model for the
organization.
Part 2: Organization Essentials
This section is where the board puts its mark and blessing on the strategic direction of
the organization. As the board decides how to handle all things essential to the organization, the
wisdom and clarity reflected in this section become the heart and the character of the
organization. This section should also list all of the current goals of the organization for the next
twelve to eighteen months. Having the current goals listed alongside the other organizational
essentials puts these goals in a strategic context, while also ensuring that all board and
executive actions are in line with the strategic direction of the organization. This section is the
foundation from which the other sections are built upon.

Part 3: Board Structures and Process

In many cases, the bylaws of an organization are silent as to the specifics of the board
structure as it relates to the organization. This section exists to rectify the gap between the
explicit nature of bylaws, ad their often implicit interpretations. This section explains the
specifics of the following:
• Governance Style: outward looking, strategic thinking, speaking with one voice
• Board Job Description: principle functions, scope of action
• Board Membership: the boardʼs size, qualifications of members, terms of office,
election process, rules of removal
• Officers: their responsibilities, terms of office, election process, rules of removal
• Committees: number and types, scope of responsibility, selection of members,
relationship with staff, expectation of members
• Advisors and Task Forces: authority for forming, role in the governance process
Bylaws are often integrated into this section so that the board does not have to flip back
and forth between the bylaws and the BMP.

Part 4: Board - CEO/ Staff Relationship

The relationship between the staff and the CEO branch of a non for profit is essential for
organization effectiveness. A lack of clarity on their respective roles and how the board and the
staff interact almost ensures frustration on the parts of all parties involved. This section includes
not only includes what it wants to say about it wants to say about itʼs general staff, it includes
details about how the CEO branch (i.e. the executive and artistic directors) interface. Typically,
this section includes:
• How authority is conveyed from the board to the CEO branch
• What is expected from the Executive and the Artistic Director
• How, when, and by whom these directors will be evaluated
• How, when, and what these directors need to communicate to the board
• Guidance on how these directors employ and treat the staff
• What happens when a director resigns or is asked to leave

Part 5: Executive Parameters

The CEO branch exists to be the agent of the board which makes the director(s) of a
non for profit organization responsible for managing the organization with the parameters set by
the board. The board documents the policies that it wants the staff to follow and then leaves the
CEO branch the responsibility of determining more detailed policies and monitoring compliance
with those policies. Having clear parameters concerning financing, major programs, fund-
raising, and other such areas, actually allows frees the director(s) up to make professional
judgements day after day, without fear of being second guessed by the board later on. After the
board speaks to those issues, it must free the staff to move ahead without fear of being
criticized for making decisions.