Tom, as the inimitable Jeeves was wont to say to Bertie Wooster in PG
Wodehouse's books, "Rem acu testigistu!" (or something like that.)

You have touched the nub.

One of the main reasons, I think, WHY Board members get into aspects of
operations which they should not, is because the institution does not give
the Board enough information or the right kinds of information to satisfy
the Board's legitimate reuirements.

What follows is very pedantic but I see so many examples of bad management
every year that I will say it anyway.

Good management of any institution rests on the three classic points of
management control:

1. PLANS - so that everyone (including the Board) knows where the
institution wants to go and how it proposes to get there;

2. INFORMATION - so that the institution (and the Board) can see when the
institution is getting off course, and why;

3. DECISION-MAKING - so that the institution (or the Board) can get the ship
back on course OR, if this is inadvisable, adjust the course.

Planning is something in which the board needs to play a part. It should be
involved in the institution's STRATEGIC planning as this is where the key
decisions will be made that will have long-term consequences. I see senior
management and the board working together to review and reset strategic
plans at least every few years. OPERATIONAL planning, on the other hand, is
the responsibility of staff, but I suggest that when the annual operational
plans are made, these should be presented by the director to the Board for
information and as a means of being accountable to the board, so it can
exercise its own accountabilities.

I believe that when the board meets (and I think a museum board should meet
at least quarterly), it should demand enough information from the director
to satisfy itself that the plans are being carried out. Morover, the
information should convey the extent to which operations are being
successful or not, and, if the latter, WHY not. It s important not to throw
too much information at the Board, but to give it enough that, in the
limited tme at its disposal, it can get an accurate picture of how things
are going and how much bang the institution is getting for the buck. The
institution's auditor normally presents not only his/her plan to the board
but also the results of any audits, evaluations and management reviews
conducted. This provides a unique and valuable kind of information to the
Board, especially to answer questions of legal and related accountabilities,
but audit increasingly measures questions of efficiency AND effectiveness.

A board can also request or order audits or other studies to be carried out
by the internal auditor OR by an external one and can independently direct
these, though this is usually done in very rare circumstances where the word
of management and the internal auditor are suspect. The internal auditor
reports to the director but he/she ALSO has the right of direct access to
the board under certain circumstances.

DECISION-MAKING. Obviously, the board can't make decisions without adequate
information and neither can management. It is very often the same
information, but at varying levels of detail. There should also be clear
limits to the amount of authority that can be exercised at various levels of
supervision, and these are usually based on things like expenditure or
commitment dollar quanta, travel destinations that can be approved, etc. It
is also necessary to decide just what matters must be decided by the board.
Our own Board has taken the decision that it will approve EVERY deaccession,
regardless of kind or value. It is the board's right to make such a
decision, if it is genuinely concerned about exercising its fiduciary
responsibilities. Our board also has, by statute, an EXTERNAL auditor, which
routinely audits the corporation's books and may conduct audits in other
areas at the request of the board. On the other hand, it makes no decisions
at all regarding individual program components.

The Director serves as the main link between the Board and the institution.
He/she must make sure that the right kinds of information and enough of it
flow in BOTH directions, so that both Board and staff can play their
legitimate parts in the operations of the institution.

The board should expect to be satisfied that the institution is doing what
it's supposed to be; the institutional staff should expect that, so long as
it is, the board will give them appropriate freedom to carry out their
duties.

This is all pretty simplified, but it's pretty much the way I see a board
and its institution working.

Harry Needham
Special Advisor - Programme Development
Canadian War Museum
330 Sussex Drive,
Ottawa, Canada
K1A 0M8
Voice: (819) 776-8612  Fax (819) 776-8623
Email: [log in to unmask]

> ----------
> From:         Tom Vaughan[SMTP:[log in to unmask]]
> Reply To:     Museum discussion list
> Sent:         Friday, April 09, 1999 9:34 AM
> To:   [log in to unmask]
> Subject:      Re: The role of the Board (was: Exhibits Committee)
>
> While I agree in principle with the cautions sounded by
> John Martinson and Harry Needham about Board micro-
> management of museum operations by being personally
> involved, and I certainly agree that responsibility AND
> authority (often forgotten) needs to delegated to staff as
> appropriate, it still seems inescapable that the director is
>
> accountable to the Board for the museum's welfare. In
> that sense, with the power to hire and fire the director,
> and
> with responsibility for overall policy and mission, the
> Board
> IS ultimately responsible for museum operations.
>
> My question is: what are some of the means Board members
> can use to get independent feedback on museum operations
> without getting personally involved. I don't need to go into
>
> the list of names of directors and other high-ranking museum
>
> officials who have hoodwinked their hands-off Boards about
> illegal or unethical activities until a scandal erupts that
> brings
> the whole outfit into disrepute. Surely any worthy Board
> member worth his/her salt wants to prevent such disasters,
> but how do you find the line between due care for the
> museum's operation and butting in where you shouldn't be?
>
> I should add that this problem of oversight is not limited
> to
> museums; I've encountered it in other organizations, too
> (specially nonprofits).
>
> tom
> --
> Tom Vaughan    "The Waggin' Tongue"
> <[log in to unmask]>   (970) 533-1215
> 11795 Road 39.2, Mancos, CO 81328  USA
> Cultural Resource Management, Interpretation, Planning, &
> Training
>