3358:16-1-03. Board-president -relationship

(A) Delegation to the president

The president is accountable to the full board. The board will establish the governing policies, delegating implementation of the policies and the development and implementation of procedures to the president.

(1) All board authority delegated to staff is delegated through the president, so that all authority and accountability of staff is considered to be the authority and accountability of the president.

(2) Strategic goals policies direct the president to achieve certain results; executive limitations policies constrain the president to act within acceptable boundaries of prudence and ethics. With respect to goals and executive means, the president is authorized to establish all further procedures, make all decisions, take all actions and develop all activities as long as they are consistent with the board's policies.

(3) The board may change its policies, thereby shifting the boundary between board and presidential domains. By doing so, the board changes the latitude of choice given to the president. However, so long as any particular delegation is in place, the board and its members will respect and support the president's choices. This does not prevent the board from obtaining information in the delegated areas, except individual client-identified data.

(4) No individual board member, officer, or committee has authority over the president. Information or assistance may be requested by individuals or groups, but if such a request - in the president's judgment - requires a material amount of staff time or funds or is disruptive, it may be refused, unless authorized by the board.

(B) President's job description

As the board's single official link to the operating organization, the president's performance will be considered to be synonymous with organizational performance as a total.

Consequently, the president's job contributions can be stated as performance in the following major areas:

(1) Organizational accomplishments of the provisions of board policies on strategic goals.

(2) Organization operation within the boundaries of prudence and ethics established in board policies on executive limitations.

(3) Compliance with the articles of the president's approved job description.

(4) Compliance with the stipulations as indicated in attachment 1.

(C) Monitoring presidential performance

Monitoring executive performance is synonymous with monitoring organizational performance against board policies on strategic goals (ends), executive limitations and compliance with the articles of the job description. Any evaluation of the president's performance, formal or informal, may be derived only from these monitoring data.

(1) The purpose of monitoring is simply to determine the degree to which board policies are being fulfilled. Information which does not do this will not be considered to be monitoring. Monitoring will be as automatic as possible, using a minimum of board time so that meetings can be used to create the future rather than to review the past.

(2) A given policy may be monitored in one or more of three ways:

(a) Internal report: disclosure of compliance information to the board from the president.

(b) External report: discovery of compliance information by a disinterested, external auditor, inspector or judge who is selected by and reports directly to the board. Such reports must assess executive performance only against policies of the board, not those of the external party unless the board has previously indicated that party's opinion to be the standard.

(c) Direct board inspection: discovery of compliance information by a board member, a committee, or the board as a whole. This is a board inspection of documents, activities, or circumstances directed by the board, which allows a "prudent person" test of policy compliance.

(3) Upon the choice of the board, any policy can be monitored by any method at any time. For regular monitoring, however, each strategic goals (ends) and executive limitations policy will be classified by the board according to frequency and method.

Replaces: former 3358:16-1-02

Effective: 6/13/2015
Promulgated Under: 111.15
Statutory Authority: 3358
Rule Amplifies: 3358
Prior Effective Dates: 3/27/98