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Blog > Defining the Role of the Management Board: a Case Study

Defining the Role of the Management Board: a Case Study

posted on May 8, 2017

Centre_454_logo.pngToday's post is guest-written by Norman Moyer, chair of the Management Board of Centre 454, an Ottawa-based community ministry. We are very grateful for his contribution.

Centre 454 is one of five community ministries within the Anglican Diocese of Ottawa under the general direction of the Director of Mission. Centre 454 provides day services, seven days a week, for persons experiencing homelessness and poverty in Ottawa. The Centre has a staff of 14 and an annual budget of somewhat more than $1million. The Diocese is the employer and the legal authority for the ministries, but the Executive Director of each agency has a large margin of freedom in the management of the agency.

Problem: Liability

Some years ago the Diocese was concerned about the liabilities that could arise from its growing network of employees, funding contracts with the city and with the many participants in the Ministry programs. To provide more oversight for the Ministries the Diocese decided to create management boards made up of independent and experienced volunteers. These management boards are accountable to the Diocesan Council through the Community Ministries Committee. The board members are appointed by the Community Ministries Committee which also provides general policy and guidance for the Ministries as a whole.

Each Management Board develops the strategic direction and approves the annual plans, budgets and a risk management plan for its Ministry. In other areas the Board provides advice to the ED and staff as required. While this role seems clear in its general structure, it has taken several efforts to define how it should operate in practice.

Solution: First try

Two years ago a comprehensive effort was made to define the specific roles of the Diocesan officials, the Executive Directors and the Management Boards.  This proved to be a great way to define the issues but it became far too detailed to provide effective guidance for Board members and EDs.


The end product was a series of tables that attempted to show in detail the various responsibilities of each player.  It failed as a general tool for several reasons.  The five agencies, while similar, are different in size, history and even legal status.  This meant that an accurate statement of responsibilities for one did not necessarily match the others. This led to long debates about specific wording but no final consensus on the wording.

Solution: Second try

This year the Director of Mission at the Diocese took a new approach. He formulated in narrative language a document for the orientation of Board members for the approval of the Communities Ministries Committee. It was a summary and simplification of the detailed tables. It covered the key points about responsibility while acknowledging that each Board and ED would evolve their own detailed approach.


As a result, Boards will now have an approved outline of their broad responsibilities and sense of how that fits into the overall governance of the Community Ministries. Boards are left with some flexibility about how they will exercise their mandates within the varying circumstances of each Ministry. It is a document that all the Boards have endorsed and can now use to orient Board Members.

What about you? What kind of board do you sit on? How has your organization solved the problem of director liability? Tell us about your experience in the comments, below.

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