Global-ED Linkage     Global Ends Policy     Executive Limitations

Governance Process

The purpose of the board, on behalf of The Ogden Surgical-Medical Society, is to see to it that: the Ogden Surgical-Medical Society (1) achieves what it should and (2) avoids unacceptable actions and situations.

The board will govern with an emphasis on (1) outward vision rather than internal preoccupation, (2) encouragement of diversity in viewpoints, (3) strategic leadership more than administrative detail, (4) clear distinction of board and chief executive roles, (5) collective rather than individual decisions, (6) future rather than past or present, and (7) proactivity rather than reactivity.

  1. The board will cultivate a sense of 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. The board will use their expertise of individual members to enhance the ability of the board as a body rather than to substitute individual judgments for the board’s values. The board will allow no officer, individual, or committee of the board to hinder or be an excuse for not fulfilling board commitments.

  2. The board will direct, control, and inspire the organization through the careful establishment of broad written policies reflecting the board’s values and perspectives about ends to be achieved and means to be avoided. The board’s major policy focus will be on the intended long-term effects outside the organization, not on the administrative or programmatic means of attaining those effects.

  3. The board will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation, policy-making principles, respect of roles, and ensuring continuance of governance capability. Continual board development will include orientation of new board members in the board’s governance process and periodic board discussion of process improvement.

  4. The board will 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-Executive Director (ED) Linkage categories.

The specific job outputs of the board are those unique “values-added” that tie ownership prerogatives to organizational performance.

  1. The board will produce the link between the organization and the ownership.

  2. The board will produce written governing policies that at the broadest levels, address each category of organizational decision.

    • A.  Ends: Organizational products, effects, benefits, outcomes, recipients, and their cost or relative worth (what good for which recipients at what cost).

    • B.  Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.

    • C.  Governance Process: Specification of how the board conceives, carries out, and monitors its own task.

    • D.  Board-ED Linkage: How power is delegated and its proper use monitored; authority and accountability of the ED role.

  3. The board will produce assurance of ED performance.

To accomplish its job products with a governance style consistent with board policies, the board will follow an annual agenda that (1) completes re-exploration of Ends policies annually and (2) continually improves board performance through board education and enriched input and deliberation.

  1. The cycle will conclude each year on the last day of October so that administrative planning and budgeting can be based on accomplishing a one-year segment of the board's most recent statement of long-term Ends.

  2. The cycle will start with the board's development of its agenda for the next year.

  3. ED remuneration will be decided after a review of monitoring reports received in the last year during the fall retreat.

The chairperson assures the integrity and fulfillment of the board’s process and, secondarily, occasionally represents the board to outside parties.

  1. The job result of the chairperson is that the board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization.

  2. The authority of the chairperson consists in making decisions that fall within topics covered by board policies on Governance Process and Board-ED-Linkage, except where the board specifically delegated portions of this authority to others. The chairperson is authorized to use any reasonable interpretation of the provisions in these policies.

    • A.  The chairperson is empowered to chair the board meetings.

    • B.  The chairperson has no authority to make decisions about policies created by the board within Ends and Executive Limitations policy areas. Therefore, the chairperson has no authority to supervise or direct the ED.

    • C.  The chairperson may delegate this authority but remains accountable for its use.

To contact us: Ogden Surgical-Medical Society
Phone: 801-564-5585 Email:
Mail: P.O Box 9311, Ogden, Utah 84409

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