Working Boards: Who is governing whom?
Working Boards: Who is governing whom?back

By Michael Davidson

The Challenge
Establishing a workable distinction between the governance responsibilities of the board and the management responsibilities of the staff is a continual challenge for every nonprofit organization. 

Resolving this is made additionally complex when there is minimal or no staff; when board members deliver the programs and are at the same time responsible for the policy direction and oversight of the programs. The board members are, in effect, overseeing themselves.

An example
I recently led board planning retreats for three such organizations. The solutions to this dilemma developed by one, in particular, might be instructive. 

Swish is dedicated to “Engaging straight allies in joyful partnership with the LGBT community to achieve equality and freedom.”

Swish volunteers deliver direct services to LGBT teens and seniors, organize advocacy efforts and produce fundraising events. Board members have been involved in leading or co-leading all of those efforts, resulting in board member burnout and lack of time to attend to their strategic objectives

To help bring some clarity to the conceptually different roles of the board, I suggested, firstly, that they divide the agenda of their board meetings into two sections. One for matters of oversight/policy (budget, financial oversight, strategy, board recruitment, etc.), and the other for items relating to program delivery.* 

*See, Michael Burns, Organizational Life Cycles. You and Your Nonprofit Board, Terri Temkin, ed., 2013

In defining their oversight role, they identified three strategic objectives for their programs: 
• Development of corporate partnerships
• Maintaining integrity of mission and vision in all programs and events
• Developing future leadership

To insure that their programs were structured to achieve these objectives, the board members needed to step back from active event leadership. Rather than leading the events, board members would be responsible for mentoring and guiding their “Super Volunteers” who would be given more operational responsibility and authority. 

Board members would need to have the discipline to allow operational leadership to develop so that, as a board, they could concentrate on program integration and the achievement of their strategic objectives.

With these principles in mind they developed specific operational guidelines, including,
• A Board member agreement
• Board Committee charters and responsibilities
For copies of these documents, contact:

• This is, in actuality, simply an example of the challenge faced by every organization where board members play different roles when they switch between the “two hats” of fiduciary oversight and volunteer support.

• Board members of all nonprofits wear both of these “hats;” although the degree and nature of the volunteer support they provide will vary depending on the size of the staff and the needs of the organization.

Boards need to develop specific understandings that when board members switch to a volunteer “hat” they are no longer in their “oversight” role but must accept direction, whether from the staff or from the board as a whole.

Michael Davidson, is a consultant specializing in nonprofit board development. He is the former Chair of Governance Matters and lead consultant for the BoardServe NYC program of the United Way of New York City.