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ASU Lodestar Center Blog

Board Governance Versus Management: Where the Board Duties End

The more I work with boards of directors, the more the topic of board governance versus management comes up. That is, there seems to be an ever-present issue of organizations navigating the very sensitive notion of where board responsibilities end and where the executive director’s duties begin. It is obvious that many boards are unclear of their role within an organization.

We’ve all heard horror stories about members of the board coming into organizations and managing and/or directing staff. While staff interaction with the board should be encouraged, those aforementioned instances are wildly inappropriate. It is absolutely imperative that the board realize its role in an organization, and that role is not to manage employees or to be involved in any of the day-to-day operations of a nonprofit, but to steer the organization in accordance to its mission; to govern.

Peter C. Brinckerhoff, in The Mission Based Management Newsletter writes, "The executive director works for the board. All the other employees work for the executive director. Period." It’s simple: the only employee of an organization that reports to the board of directors is the executive director, no one else. While board members are obviously valuable and insightful, that venerability should be used to govern and not to guide staff or their roles. Not only is it confusing for a staff member for a member of the board to walk into a nonprofit and manage, but it also devalues and derails the authority of the executive director.

So what are the roles of each the board, the ED, and the staff? The topic of nonprofit roles can fill an entire post on its own but below is a quick look of duties at each level (focusing more on the board) that should clarify potential confusion: The board of directors is set in place to guide the vision, strategic planning and overall oversight of an organization. There are also responsible for the legal, financial, and fiduciary responsibility.

  • The board of directors is responsible for overseeing an organization’s mission and budget. Specifically, the board is there to direct planning and guide organization directives while fundraising to ensure goals can come into fruition. Essentially, the board is tasked to operate from the thirty-thousand-feet-above view. The board does however delegate to the executive director and relies on him or her to carry out the overall mission of the organization and the wishes of the board.
  • The executive director reports to the board and is responsible for the day-to-day management of operations and staff. The ED is the face of the organization and delegate implementation of programs and policies.
  • Staff reports only to the executive director, and is responsible for carrying out program goals and duties as outlined by the ED. To iterate, the ED is the only person to report to the board and that fact should be communicated repeatedly at all levels.

For any confused board members or frustrated executive directors reading this: the board delegates to the executive director and the executive director delegates to staff. This hierarchy is set in place for a reason and should be implemented for the maximum organization efficacy. With that said, staff should always be able to interact with members of the board. This interaction is healthy and vital to evolve an organization; however, this interaction should never leave a staff member feeling intimidated or an executive director feeling undermined or usurped.

Where all parties interact and intersect is in championing for an organization. At the end of the day, everyone in an organization from the board to staff level wants one thing: for the organization’s mission to be carried out and to serve all stakeholders effectively. For an organization to thrive everyone should be putting the organization in the forefront and making sure it is in the limelight and getting the recognition it deserves. The board, ED, and staff should all be organizations biggest cheerleaders.

Sentari Minor is the Development Officer for the Arizona Humane Society. He was part of Class IV of the ASU Lodestar Generation Next Program. Additionally, he sits on the board of directors for multiple local nonprofits and is a Social Venture Partners Fellow.


ASU Lodestar Center Blog