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Board Members Stepping Over the Line (Part 2)

noreply@blogger.com (Unknown) — Wed, 09 Jun 2010 01:21:00 +0000

By Steven Bowman, LifeMastery (Aust) Pty Ltd

Author of Conscious Leadership: The Key to Success and Leading Yourself to Money with Consciousness

Read Part 1 of this story

Here are some strategies that will be useful in achieving a balance of Directors rights to know and their accountability, and staff rights to get on with the job and be held accountable for performance.

Have a Board charter that specifies these relationships. The best Board charters include sections such as Purpose of Charter, Purpose of Board, Roles and Responsibilities of Directors, Membership and term of Board , Relationship of Board and CEO, Board culture and Reporting Requirements. Ensure that all Board members and staff have a copy.
Have a Standards of Conduct document for Board members that specifies their personal standards as Directors. This forms the basis for any discussion to be had regarding an individual Directors behaviour.
Ensure that the strategic plan is the filter behind the Board decisions, and that Directors use the strategic plan as their main guidance for decisions and conduct at and between Board meetings. Make sure staff work in this manner, and any approach by a Director to a staff member is in context of the strategic plan (this assumes you have one).
Conduct Board evaluations, where Directors rate themselves, the Board and their fellow Directors, and this helps hugely in identifying rogue directors, and can provide peer advice to that director.
Develop in-camera sessions of the Board, where the Board meet without any staff, and these types of issues can be discussed without staff present. In this case, the chair should raise this as an issue and reiterate the role of the Director.
Instruct all staff that if a Director approaches them, that the staff member report to the CEO or senior executive that this has occurred, and that the staff member instruct the Director that they will pass the request on to the CEO.
Directors have the right to conduct independent investigations and seek knowledge outside of the Board room, but they have no right to instruct staff in any manner. Remind the Board member of this. The internal audit or compliance committee may useful for this.

For more information contact Steven Bowman (03 5909 5929 or 0438 325 782).

Go to LifeMastery for further resources on Board development, strategic planning, risk management, and conscious leadership.
See also the Conscious Chief Executives website

Board Members Stepping Over the Line (Part 1)

noreply@blogger.com (Unknown) — Wed, 09 Jun 2010 01:04:00 +0000

By Steven Bowman, LifeMastery (Aust) Pty Ltd

Author of Conscious Leadership: The Key to Success and Leading Yourself to Money with Consciousness

Have you ever had the situation where Board members have tried to directly instruct staff, or have questioned senior management decisions outside of the Board meeting, or have taken partial control of staff functions? Have you viewed this as appropriate and advantageous to the organisation, or disruptive, annoying and interfering? Or both, depending on the situation?

We come across this quite often when we are working with Boards and senior executives. We have had late night telephone calls from Directors regarding their concern about management techniques, asking advice about what the Director should do if management isn't doing what the Director expects. We have had emergency meetings with CEOs when they are ready to resign because a Board member has been "interfering". We have seen numerous emails where senior executives complain bitterly about the Board becoming involved in "operational" matters. We have talked with many Boards about their concern that management is not managing. And the list goes on.

These situations are not always a clear case of inappropriate interference by the Board or Board members. On the one hand, Directors have the right to have access to everything that goes on in the organisation (with some exceptions mainly related to privacy laws), as in the end, the Director is ultimately responsible. It is also appropriate, prudent, and necessary that a Board member take an interest in the operations and management of the organisation, and that they have conversations with staff and ask questions outside of Board meetings. On the other hand, the Board members are not staff, and have not been retained to develop operational implementation of strategy. Board members seldom have the specific skill sets required to implement the operational strategies, which is why skilled staff have been hired.

So, what can be done to intertwine the Directors' need for knowledge and accountability, and the executive leadership and staff need for operational autonomy to do the job they were hired for?

The most common causes for these types of situations revolve around Directors and staff who do not understand the rights and responsibilities of Directors. Directors have no specific rights as individuals, other than to receive all Board information, attend all Board meetings, and have access to past Board papers for up to seven years after they have left the Board. They have no individual power to tell staff what to do, including the CEO. The power comes from the collective nature of the Board as a whole, not individual Directors. The Board can direct, but individual Directors can not.

We have also been involved in situations where staff were using the well-tried strategy of "That's operational, nothing to do with the Board, stay out of it". This is used sometimes to ensure that Directors are not asking embarrassing questions, or are not getting too involved in what is seen as the domain of the executive leadership.

Continue to Part 2: Useful Strategies for Maintaining Balance

Which Print Process Is Right For You? Part 3

noreply@blogger.com (Unknown) — Tue, 08 Jun 2010 02:04:00 +0000

By Justin Bevan, J.A. Wales

Read Part 1: Introduction and Advantages of Digital Printing
Read Part 2: Advantages of Offset Printing

Some Other Factors to Consider

Quantity. Offset printing has a make ready cost loading. Short runs may have a high unit cost, but as quantities increase, the unit cost goes down. Very short runs can be much more cost effective and larger quantities are likely to have a lower unit cost with offset printing.

Printing Medium. Do you need or want a special paper, finish or unusual printing surface, or unique size? Offset printing still offers the most flexibility.

Colour. Digital printing simulates PMS colours, so some digital printers may offer less accurate colour matching on projects.

Turnaround. If you need it NOW, digital print offers the quickest result.

Customisation. Without question, digital printing offers the most affordable way to customise marketing material, direct mail pieces etc.

End usage. Will your project be a showpiece for your company or campaign? If the goal is to produce a high end print piece that you want to use time & time again, traditional offset printing is the way to go. However, if your goal is simply to produce a professional looking printed piece in a cost effective manner, you may want to consider digital printing.

While digital printing can’t offer all the size options, quality & colour control that traditional offset printing can, it is still a viable alternative.

Hopefully the above information has given you a good point of reference in choosing a process for your next print project. If you have any questions, please feel free to give me a call. I’ll be glad to help!

Contact Justin or Bob at J.A. Wales on 02 9319 7636.

Which Print Process Is Right For You? Part 2

noreply@blogger.com (Unknown) — Tue, 08 Jun 2010 01:58:00 +0000

By Justin Bevan, J.A. Wales

Read Part 1: Introduction and Advantages of Digital Printing

Advantages of Offset Printing

Offset printing offers the highest image quality. Modern offset presses use CTP (Computer To Plate) systems, as opposed to the old computer to film to plate work flow, further increasing the sharpness of the print.

You are able to print on a wider range of media, enabling you to make your print job stand out from the crowd. Also, much larger sheets are able to be used with offset printing.

It is much more cost-effective for high-volume jobs.

You are able to control the colour quality using an offset press. Selecting specific spot colours from Pantone’s PMS (Pantone Matching System) palette. Pantone colours are mixed precisely, to pre-set specifications, which you will find in their colour guide booklet that is released each year. Consult these books to see exactly what the colour will look like in advance.

Continue to Part 3: Other Factors to Consider

AADS Annual Convention 2010

noreply@blogger.com (Unknown) — Tue, 08 Jun 2010 01:40:00 +0000

Conference Action wound up the month of May with two successful events, including the Association of Australasian Diesel Specialists' Annual Convention in Melbourne.

Ten Tips for Public Speaking

noreply@blogger.com (Unknown) — Tue, 08 Jun 2010 01:11:00 +0000

Although there are myriad tips for public speaking, here is a quick reminder of some of the more basic but important ones we often forget:

Know the room
Practice your speech ahead of time
Take your time to deliver the message
Dress appropriately for the occasion
Concentrate on the message not the medium
Body language is important
Maintain sincere eye contact with your audience
Add humour whenever appropriate and possible
Make sure your audio visual needs are met and working before the presentation
Know when to stop!

Which Print Process Is Right For You? Part 1

noreply@blogger.com (Unknown) — Tue, 08 Jun 2010 01:05:00 +0000

By Justin Bevan, J.A. Wales

Ask your current supplier for a quote on a job and he will quote based on which print process he uses.

You now have a choice! Choose a print supplier that uses both offset & digital printing processes and he can evaluate which process best suits your job.

Which is best? Well, the reality is that it depends on the specific needs of your project. Many jobs find themselves better for digital printing whilst other jobs are more suited to conventional offset printing. I have highlighted the pros & cons of each process.

Advantages of Digital Printing
Since the invention of the original offset printing press, people have always looked for a way to print short-run full colour jobs. With the introduction of digital printing technology it is now possible to print short-run full colour work quickly and at a reasonable price.

Whilst the unit cost of each piece may be higher than offset printing, when setup costs are included, digital printing provides lower per-unit costs for small print runs generally up to a quantity of 1,000 pieces.

Testing the printed piece becomes possible through digital print, rather than committing to large runs on an offset machine. This means it is possible to test & evaluate the response from a small profile section of your database for your next direct marketing campaign.

Variable data printing is a form of customized digital printing. Using information from your database or external file, text and graphics can be changed on each piece without stopping or slowing down the printing press. For example, personalised letters can be printed with a different name, address and graphic on each letter. Variable data printing is used primarily for direct marketing, customer relationship building and advertising.

Digital printing is the ideal solution for cost-effective short run, on demand, full colour printing up to 320 x 450mm.

Continue to Part 2: Advantages of Offset
Continue to Part 3: Other Factors to Consider

Let Your Logo Show Its True Colours

noreply@blogger.com (Unknown) — Tue, 08 Jun 2010 00:43:00 +0000

By Craig Sutton, Creative Director, TDG | the design group

You’ve just been asked to provide your company logo for printing in a brochure for an event you are sponsoring. What is the best way to supply your logo so that it has the opportunity to look as good as it possibly can in the printed brochure?

When we are doing brochures that require sponsor logos, a majority of the logos that are supplied are in a low resolution format, either as a jpeg (.jpg) or embedded in a word processing program (.doc). Sometimes we are also directed to a client’s website and requested to download the logo from the home page.

These, unfortunately, are the worst file formats to supply the logo and generally result in poor reproduction in the brochure. The best file format by far for good print reproduction is a vector eps (.eps). Without wanting to bore you with technicalities, these files allow enlargement to any size without degradation of image and are therefore ideal, not only for brochures but also large banners and signs.

If you have had your logo designed by a graphic designer or an advertising agency they should be able to supply the logo in this file format to you. Otherwise your stationery printer should have an eps file.

TDG | the design group is a supplier of graphic design services specialising in branding and corporate design. You can download samples of its work here.

What Powers Do Members Have?

noreply@blogger.com (Unknown) — Tue, 08 Jun 2010 00:12:00 +0000

By Steven Bowman, LifeMastery

One of the most common topics that we are asked (particularly just before or just after AGM season) is regarding exactly what powers members have. We have talked with many CEOs, as recently as last week, where they have been involved in AGMs (not necessarily theirs) that have dissolved into farce and acrimony, leaving the organization in confusion and Board and staff unsure what to do next.

This topic of member powers has even some of the legal experts baffled (evidenced by conflicting advice given to nonprofits), but is actually very simple both legally and in terms of governance.

This is a must-read for any nonprofit CEO or Chairman that has had "interesting" experiences at their AGM, and for any Board member or CEO who is involved in AGMs.

Members' powers are found at both the formal legislative and the individual constitutional level.

At the formal legislative level (primarily the Corporations Law and Associations Incorporations Act), members in general have three rights at law.

They have the power to appoint or remove directors to the Not for Profit Board, in a manner specified in the Constitution through the Annual General Meeting. (In my view, members should not have the right to elect officer positions, as this should be the right of the Board collectively, based on personal skills and the requirements of the Board. Many nonprofits, however, have this officer election written in to their constitution.)
They have the power to appoint or remove auditors (with due notice), and
They have the power to vote for or against changes to the Constitution at a General Meeting (Annual or Extraordinary).

Members also have the right to bring special resolutions to the AGM in the manner specified in their constitution BUT… Members cannot direct the Board to act in a particular administrative, management or contractual manner. This means that, whilst members have the right to let their wishes be known via special resolutions as per their constitution, the Board is under no obligation to act on these.

The law states that Board directors are responsible at law for the decisions of the nonprofit organization, not the members. Members cannot direct the Board other than through the AGM or an Extraordinary General Meeting, and then only in the manner of constitutional changes, appointment to or removal from the Board, and auditor appointment and remuneration. Any other relevant matter can be raised via a proper resolution that meets the requirements in the constitution, and the Board should certainly take note of members views and discuss the matter, but the Board is not required to act on this.

The Board has the power to conduct any business not otherwise specified as General Meeting business, which only members can approve. The Board has the legal power to conduct the business of the nonprofit organization, on behalf of members. If the members do not agree with the direction or management of the nonprofit organization, they can vote new Directors in at the AGM.

The Business to be conducted by members at the Annual General Meeting includes:

Receiving of minutes
Consideration of financial statements (sometimes “To Receive” is used instead of “Consideration”. They do not need to be approved.)
Consideration of Reports of the Board and Auditors (sometimes “To Receive” is used instead of “Consideration”. They do not need to be approved.)
Election of Board members
Election or continuation of the auditor, and auditor remuneration
Any changes to the constitution
Any special resolutions with appropriate notice
Any General Discussion

At the constitutional level, members have the power to view the member register and minutes of meetings of members, and to call meetings as per the relevant law. They are sometimes, however, also given the power to elect officer positions (I advise against this for reasons given above). I have even seen constitutions that give members the power to set fees and approve contracts. This sets up the condition where the Board, fully legally liable for the conduct of the organization, is being told what and how by members, who have no legal liability. As a Director, I would not accept these constraints.

For a set of Model Standing Orders for an AGM, click here. This provides step-by-step formality for an AGM, including rules for debate if required.

For a Model Code of Conduct for an AGM, click here. This is a great resource that covers best practice issues, some cool ideas to speed up the AGM, and how to deal with “feral” members during the AGM. A must-have for all Chairs and CEOs.

Please note that the comments in this e-zine are not legal advice, and we encourage you to seek specific legal advice if required.

For more information contact Steven Bowman via email or phone 03 5909 5929 or 0438 325 782. Go to LifeMastery for further resources on Board development, strategic planning, risk management, and conscious leadership. See also the Conscious Chief Executives website.

New Website

noreply@blogger.com (Unknown) — Mon, 07 Jun 2010 02:33:00 +0000

Conference Action's new website has just been launched. APC's soon to follow.