See back cover for
important information
about member meetings
on KICA Amenities!
May 2014
D i g e s t
The Official Publication of the Kiawah Island Community Association
Nearly a Decade in the Making: The Evolution of KICA Governance
The Carver Governance Model, aka the Policy Governance Model,
may not mean much to most people, but it means a lot to KICA
and its board of directors. Adopted in 2006 by KICA, the model is
“designed to empower boards of directors to fulfill their obligation
of accountability for the organizations they govern.” The adoption
process, however, was no easy task, and ultimately took over eight
years to complete, culminating with the recent changes recommended
by KICA’s Governance Committee and implemented by the board.
In The Beginning
The entire process began in 2006. Kiawah Island had seen
tremendous growth due to the state of the real estate market,
additional national exposure and other factors. As the island grew,
so did the association.
In the past, KICA was a relatively small operation with a limited
number of staff. As such, the board of directors was heavily involved
in the day-to-day operations of the association. With this new growth,
however, it became increasingly evident that the board simply did not
have the time or resources to focus on operations, and needed to begin
looking at the bigger picture and thinking more strategically in order
to properly plan for KICA’s future. The board, along with Kiawah
Island as a whole, was evolving.
This is where the Policy Governance Model came in. According to its
website (carvergovernance.com), “The model enables the board to focus
on the larger issues, to delegate with clarity, to control management's
job without meddling, to rigorously evaluate the accomplishment of
the organization; to truly lead its organization.” In other words, it was
exactly what KICA needed.
Consultation Leads to First Changes
In the summer of 2006, then-chair Richard “Dick” Sula and the
KICA board decided that they needed help to initiate this process.
Community Associations Institute member and former president
Sandra Denton was brought on as a consultant to provide input and
direction to the board. Sandra helped to provide possible changes to
the board’s governance structure. With the full support of Sula, then-
director Russ Warren led the movement on the board towards enacting
these changes, some of which included:
• Adjustments to the Bylaws (the “president” became the board
chair, and the “vice president” became vice chair).
• Revisions to the Financial Controls Manual to allow for spending
thresholds for staff/management.
• Board resolutions including terms of service and meeting
frequency/structure.
• Changes to the directors’ job descriptions.
• Changes to the job description of the general manager including
changing the title to chief operating officer (COO).
The board also looked at the issue of continuity, specifically regarding
the board chair. With a director’s term limited to three years, and most
directors not becoming chair until their final year on the board, chairs
were typically only in place for one year. This was difficult for operations.
Finally, the board adjusted the structure of KICA’s committees. Instead
of the board overseeing all committees, only the chairs of the “big
three” committees (Human Resources, Finance, and Major Repairs
and Replacements) were appointed by the board, and the operational
committees became advisory to the COO. The operational committees
also had to have a clear statement of purpose, goal and timeline.
All of these were big steps for the board and were not taken lightly. The
board met several times in the fall of 2006 to discuss these proposed
changes and fine-tune the details. Finally, at its November meeting,
the board voted unanimously in favor of adopting these changes and
the new governance model. This ultimately led to the creation of the
Strategic Planning Committee in December 2006.
“We just felt that the timing was right for this change,” explained
Warren. “As the association grew, it was important to let the staff have
more authority and for the board to do more long-range, strategic
planning. We had complete confidence that the KICA staff had the
experience and expertise to run the operations.”
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