MN APTA Board of Directors Policy Manual:

MN APTA Board of Directors Policy Manual: Policy Type: Executive Limitations Policy Title: Global Executive Constraint: The Executive Director (ED) shall not cause or allow any organizational practices, activity, decision, or circumstance that is either unlawful, imprudent, displays inappropriate behavior, or that which is in violation of commonly accepted business and professional ethics and practices. 1. Treatment of members: The ED shall not cause or allow condition, processes or decisions that are unsafe, untimely, undignified, or unnecessarily intrusive. a. Elicit information for which there is not clear authority. b. Use methods of collecting, reviewing, transmitting, or storing member information that fail to protect against improper access to the material. c. Fail to operate the office with appropriate accessibility and privacy. d. Fail to establish and communicate with volunteers and committees a shared understanding of what may be expected and what may not be expected from the staff. e. Failure to follow or allow a way for members to be heard by board members who believe they have not been accorded reasonable service under this policy. 2. Treatment of staff: The ED shall not cause or allow conditions that are unfair, undignified, disorganized, or unclear. a. Operate without written personnel policies and procedures, clear job descriptions and roles that (a) clarify rules for staff, (b) provide for effective handling of grievances, and (c) protect against wrongful conditions, or grossly preferential treatment for personal reasons. b. Retaliate against any staff member for appropriate or non disruptive expression of dissent. c. Fail to acquaint staff with the ED s interpretation of their protection under this policy. 1 P age

2 P age d. Allow staff to be unprepared to deal with emergency situations: fire, theft, power failure, ED illness, ED absence for meetings/conferences, CE, or other extended days. 3. Treatment of external groups and individuals who are not members: (PT, PTA, and Student Non members, vendors/companies, advocacy organizations, consumers, etc.): a. Cause or allow condition, processes or decisions that are unsafe, untimely, undignified, or unnecessarily intrusive. b. Elicit information for which there is not clear authority. c. Fail to operate the office with appropriate accessibility. d. Fail to establish and communicate with groups or individuals who have valuable information to be shared with board members or membership. e. Fail to follow or allow a way for groups or individuals to be heard by board members who believe they have not been accorded reasonable service under this policy. 4. Financial Conditions and Activities: The ED shall not cause or allow the development of financial jeopardy or material deviation of actual expenditures from a board approved budget. a. Expend more funds than have been received in the fiscal year. Use any long term reserves unless approved by the board. b. Conduct movement of cash between chapter accounts in a manner inconsistent with sound financial practice. c. Fail to settle Accounts Payable in a timely manner. d. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed. e. Acquire, encumber, or dispose of non budgeted capital expenditures without approval by the board. f. Fail to appropriately pursue receivables. g. Fail to comply with scheduled audits of the Finance Committee. 5. Asset Protection: The ED shall not cause or allow corporate assets to be unprotected, inadequately maintained, or unnecessarily risked.

a. Fail to insure and maintain adequate policies against theft, casualty and against liability losses to board members, staff, and the organization itself. b. Allow unbounded personnel access to material amounts of funds. c. Subject facilities and equipment to improper wear and tear or insufficient maintenance. d. Unnecessarily expose the organization, its board, or staff to claims of liability. e. Make any purchase: (a) where prudent protection has not been given against conflict of interest (b) of more than $500without having obtained comparative pricing and quality (c) of more than $500without assuring the long term quality and cost. f. Fail to protect intellectual property, information, and files from loss or significant damage. g. Endanger the organization s public image, credibility, or its ability to accomplish its strategic plan. h. Change the organization s name or alter its logo, brand, or identity in the external community. 6. Compensation and Benefits: The ED shall not cause or allow jeopardy to financial integrity or public image. a. Change the ED s own compensation and benefits, as those are governed by the board. b. Promise or imply permanent or guaranteed employment. c. Establish current compensation and benefits that deviate materially from the geographic or professional market for the skills employed. d. Create obligations over a longer term that in revenues can be safely projected, and in all events are subject to losses in revenue. 7. Communication and Support to the Board: The ED shall not cause or allow the board to be uninformed or unsupported in its work. 3 P age

a. Neglect to submit monitoring data required by the board in Board Management Delegation policy Monitoring ED Performance in a timely, accurate, and understandable fashion, directly addressing provisions of board policies being monitored, and including ED interpretations consistent with Board Management Delegation policy Delegation to ED, as well as relevant data. b. Allow the board to be unaware of any actual or anticipated noncompliance with any part of the strategic plan or ED Limitations policy of the board regardless of the board s monitoring schedule. c. Allow the board to be without decision information required periodically by the board or let the board be unaware of relevant trends. d. Let the board be unaware of any significant incidental information it requires including anticipated media coverage, threatened or pending law suits, and material internal or external changes. e. Allow the board to be unaware that, in the ED s opinion, the board is not in compliance with its own policies on Governance Policies and Board Management Delegation, particularly in the case of board behavior that is detrimental to the work relationship between the board and the ED. f. Allow the board to be without a workable mechanism for official board, officer, or committee communications. g. Deal with the board in a way that favors or privileges certain board members over others. h. Fail to submit to the board a consent agenda containing items delegated to the ED yet required by law, regulation, or contract to be board approved, along with applicable information. Policy Type: Governance Process Policy Title: Global Governance Process The purpose of the board, on behalf of the members is to see that MNAPTA achieves appropriate results as described in the Strategic Plan, vision and mission, and avoid unacceptable actions and situations as prohibited in governance policies, chapter policies, and bylaws. 4 P age

1. Governing Style: The board will govern lawfully, observing the principles of the policy governance model, with an emphasis on; an outward vision rather than a focus on internal operations, encouragement of diversity of viewpoints, strategic leadership more than administrative detail, clear distinction of board and executive director roles, a disciplined approach to meetings and agendas saving time for consideration of larger issues, monitoring rather than directing actions of executive director, collective rather than individual decisions, proactively rather than reactivity. The board will: a. Cultivate group responsibility. The board, not the staff, will be responsible for excellence in governing. The board will be the initiator of policy, not merely a reactor to staff initiatives. b. Direct, control, and inspire the organization through the careful establishment of broad written policies reflecting the board s values and perspectives. The board s major focus will be on the intended long term impacts of the vision, mission, and strategic plan and not on the administration of the plan. c. Enforce upon itself whatever discipline is needed to govern with excellence. The Board Norms sets the expectations on matters of running of board meetings, attendance, communication, and accountability. Although the board can change its governance process policies at any time, it will scrupulously observe those currently enforce. The board will adhere to and enforce chapter policies on itself, members, and staff until a review of chapter policies is undertaken. d. Participate in continual board leadership development, including orientation of new members in the board s governance process and periodic discussion on process improvement. e. Monitor and discuss the board s process and performance at each meeting. Self monitoring will include comparison of board activity, and discipline to policies in the Governance Process and Board Management Delegation categories. The board and individual members of the board may be utilized, either as a group or individually, for their expertise or willingness to serve in the administration of the strategic plan, 5 P age

but the board or individual members of the board will be acting as volunteer members and not as a spokesperson of the board to deviate or set a new direction of the plan. 2. Board Job Description: Specific job outputs of the board, as an informed agent of the members, are those that ensure appropriate organizational performance. The board will provide: a. Authoritative linkage between the members and the operations of the chapter. b. Written governing policies that realistically address the broadest levels of all organizational decisions and situations. 1. Ends Policies: Ultimate responsibility to set the vision, mission, and strategic plan of the chapter that reflects the input of the members, and includes the expected impact, benefits, and relative worth in costs or priority in the final plan. 2. Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place. 3. Governance Process: Specification of how the board conceives carries out and monitors its own role and tasks. 4. Board Management Delegation: How power is delegated and its proper use monitored; the Executive Director and Committee role, authority, and accountability. c. Assurance of successful organizational performance on the Strategic Plan and Executive Director. 3. Agenda Planning: To accomplish its job products with a governance style consistent with board policies, the board will follow an agenda that completes a re exploration of the Strategic Plan annually, and continually improves board performance through board education and informed input and deliberation. The board will: a. Follow a planning cycle which will include a minimum of annual updates on the strategic plan based on the accomplishments of one year goals or adjustments to long term goals, and the budgeting cycle process. 6 P age

b. Engage in long term strategic planning at least every three years. c. Attend to Consent Agenda items as expeditiously as possible. d. Monitor Executive Director performance through Executive Limitations policies as an agenda item with reports at least quarterly. e. Address Executive Director salary decisions during the budgeting process of the preceding year, which will take effect in the following calendar year according to the date of hire. 4. Committee Role: The purpose of committees is to carry out portions of the chapter strategic plan and provide information to the board for board decisions and planning of strategic plan or other ends of the chapter. a. Committees will be responsible to carry out portions of the strategic plan under the direction of the ED, except for the Finance Committee, which reports to the board. b. The Executive Committee will continue to meet on a limited basis as needed, but will still conduct brief meetings 4 times per year, according to the bylaws. c. HR and Bylaws will fall under the category of Standing Operational Committees and will be called by the Executive Director on an as needed basis. d. Committee chairs or members who are unable to resolve an issue with the ED should contact one or both Vice Presidents. e. The ED is responsible for reviewing all committees, sub committees and workgroups under ED purview and eliminating, integrating or creating new committees as appropriate. A new Task Force will be convened to review this process and develop a recommendation for the Board. 7 P age

Policy Type: Board Management Delegation Policy Title: Global Board Management Delegation The board s specific directions to the chapter, its achievements, and conduct will be through the Executive Director who in turn directs the paid and volunteer staff. 1. Unity of Control: The board acts as one body. Once a decision is made, all Board members will support that decision. a. Decisions for instructions of individual board members, officers, or committees are not binding on the ED except in instances when the Board has specifically authorized such exercise of authority. b. In the case of board members or committees requesting information or assistance without board authorization, the ED can refuse such requests that require, in the ED s opinion, a material amount of staff time or funds. 2. Accountability of the Executive Director: The ED is the Board s only link to operational achievement and conduct. All authority and accountability for staff is the authority and accountability of the ED. a. The Board will never give instructions to persons who report directly or indirectly to the ED. b. The Board will not evaluate, either formally or informally, any staff other than the ED. c. The Board will view the ED performance as identical to organizational performance; so that organizational accomplishment of Board stated Ends and avoidance of Board proscribed means will be viewed as successful ED performance. 3. Delegation to the Executive Director: The board will instruct the ED through written policies that prescribe the organizational ends to be achieved, and proscribe organizational situations and actions to be avoided, allowing the ED to use any reasonable interpretation of these policies. The Board will: a. Develop policies instructing the ED to achieve specified results within the budget set by the board. Costs to achieve these results are reported and evaluated by the board in keeping with chapter policies on capital 8 Page

expenditures and working budget. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called ends policies. All issues that are not ends issues as defined here are means issues. b. Develop policies that limit the latitude the ED may exercise in choosing the organizational means. These limiting policies will describe those practices, activities, decisions, and circumstances that would be unacceptable to the board even if they were to be effective. Policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Executive Limitations policies. The board will never prescribe organizational means delegated to the ED. c. Authorize the ED to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities, as long as the ED uses any reasonable interpretation of the Board s ends and Executive Limitations policies. Such decisions of the ED shall have the full force and authority as if decided by the Board. d. Maintain the right to change its Ends and Executive Limitations policies, thereby shifting the boundary between the board and ED domains. By doing so, the Board changes the latitude of choice given to the ED. But as long as any particular delegation is in place, the Board will respect and support the ED s choice. 4. Monitoring the ED Performance: Systematic and rigorous monitoring of the ED job performance will be predominantly against the expected job outputs: organizational accomplishment of board policies on Ends and organizational operation within the boundaries established in Board policies on Executive Limitations. 9 P age