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tdc is providing the following information as part of our promotional activities.

If governance consultation assistance is required please e-mail tdc

Policy / Procedure Definition

The question regarding the difference between these two words at first might be perceived as one of semantics.
At first glance it appears that they are synonyms.

From the standpoint of a member of a Board of Directors or even from being a Member of a Council,
these words are not synonymous but have clear concise meanings.

Policies tell organizations what is to be done and procedures tell them how it is to be carried out..

Concerning this general definition, policies permeate all aspects of an organization, whereby procedures can be and are often specific to certain aspects of the organization.

In short - Boards set policies and administrators define and carry out procedures .

Quoting  John Carver, a governance expert- 

" Board policies are an expression of a specific Board’s values and perspectives ".

Policies created by Boards of Directors, do not require the specific expertise of the organization’s operation.

Statements of policy are based upon the collective values; judgment; fundamental principles of management; experience in governance and organization of all the members of the Board.

In closing, policies generally provide both vision and inspiration to the organization

Procedures are the tools that are used to assemble, create and operate the organization responding to
a Board’s policy.

For Inquiries or your Comments e-Mail tdc

Comment and Question - December 3, 2003
I read your web page on policies and procedures.. but I am a faculty member, not a board member,  and this is a little confusing.  We have a grievance committee written into our by-laws and it has a whole set of
procedures that we (the faculty) use to conduct a hearing.   Who has the authority to write/modify these procedures and are they subject to faculty approval.. and vote ? by majority or quorum?

Much thanks - Pat Freed
Jewish Hospital College of Nursing

Thanks for your interesting and thought provoking question.

The answer is the Board of Directors has always the ultimate authority over the entire operation of the organization.

Specifically, to find the answer to your question, the authority to change a committee's procedure, might be written into the constitution of the Board, outlining who, what, where, etc and how committees are run.

In their description of the role of committees there should be a section on committee rules and how to change them if needed.

If you do not find information about the committees in the constitution or reference thereof.... then I would suggest
that your committee write to the Board of Directors and/or CEO explaining what changes are needed and asking them for guidance.

They have the ultimate authority to outline the governance of committees.

Another way to look at this is to see if the general rules of the Board are governed by "Robert's Rules of Order" which I believe does describe the role of committees and how theyare run.

You might want to peek in at and look up committees.

Comment sent -  June 11, 1999

" Thank you for the clarity on Policy and Procedures. Very Helpful "

Trish Spark
Co-Chair, Board of Directors
Halifax Transition House Association

November 5, 1999

Do you have any information/samples on procedural rules for running Board meetings, a modern version of Robert's Rules of Order?
Jereen Trudell

I have seen about three versions of Robert's Rules of Order,all are about the same.... 

Usually, what some boards do is establish Robert's Rules for their board....  and then if they want amendments, they amend accordingly.
Joe Lor

Policy Articles

 What influence does policy have on municipal liability for negligence?

Books to Buy

Robert's Rules of Order: The Classic Manual of Parliamentary Procedure

Webster's New World Robert's Rules of Order:

Robert's Rules in Plain English

Robert's Rules of Order

Unless otherwise credited, all images and text are Copyright 2009 , tdc Marketing and Management Consultation, Brockville, Ontario Canada. All rights reserved.