The Role of the Board

Every time I speak on issues related to nonprofits, and I mean every single time, regardless of the topic, someone, usually a Board member or an Executive Director, asks “What is the role of the Board?” It has happened so often, and so consistently, that I don’t even wait for the question anymore, I just include the information. Then, of course, the question that follows or should follow is “What is The Role of the Nonprofit CEO?”

The Board is responsible for governance, which includes Mission, Vision and Strategic Planning; Hiring, Supporting and Evaluating the Executive Director; acting as the Fiduciary Responsible Agent, setting Policy and Raising Money. Everything (Yes, I really mean everything) else is done in concert with the Executive Director or by the Executive Director.

What does that really mean?

It means the Board sets the direction, often with input from the Exec, and the Exec makes it happen, often with support from the Board.

“Board members are responsible for setting the mission, vision and strategic plan.  The Board sets – meaning discusses and votes to adopt or revise – the mission statement, which answers why your organizations exist. The Board also sets the vision of the organization. A vision statement is a description of what the organization will look like at a specified time, usually 3-5 years, in the future.”

“The Board votes upon the strategic plan, after participating in a strategic planning process “in which the board, staff, and select constituents decide the future direction of an organization and allocate resources, including people, to ensure that target goals are reached. Having a board-approved, staff-involved strategic plan that includes effective measurements and the allocation of resources aligns the organization, provides direction to all levels of staff and board, and defines the path for the future of the organization. It also allows leadership, both board and staff, to reject divergent paths that will not lead to the organization’s intended destination.” Governance the Work of the Board part 5

It means the Board hires, supports, evaluates and, when necessary, fires Exec, and the Exec hires, supports, evaluates and, when necessary, fires the staff. For Board members, that means that you work through the Executive Director if you have a problem or need something from the staff. For the Exec, even though you don’t need their permission, having input from your Board before you fire a staff member, especially one that is well known, will help build organizational cohesiveness and extend your career longevity.

Fiduciary responsibility means that the Board – and not just the Treasurer but the whole Board- is responsible for safeguarding the community’s resources and ensuring accountability and transparency. They also must understand and formally approve finances, audits, and the 990. Fiduciary responsibility doesn’t end with finances; it also includes programs. Boards are entrusted to understand how and why an organization’s programs fill a need in the community, the numbers of people who participate in those programs and their impact, as well as how those programs connect to mission.

Setting policy is also the role of the Board. Policies are usually recommended, written and, later, implemented by the Exec, but they are voted upon and passed by the Board. Typical policies include personnel, code of ethics/conflict of interests, whistle blower, confidentiality, crisis management and/or communication. Your agency should, and does, also have by-laws (also called codes of regulations) which should be followed, periodically reviewed and if revised, voted upon by the Board.

The last piece of Board responsibility is fund raising. The Exec cannot raise money alone. The Development Director cannot raise money alone. The Board cannot raise money alone. Fund raising works best in a culture of philanthropy when both the staff and the Board are working together. The Board’s role is to set the fund raising goal, embark on the campaign, open doors, introduce staff, “make the ask” when appropriate, pick up the tab for lunch when possible, and thank the donor. The staff is responsible for training the Board, coordinating the assignments, preparing the askers with relevant donor information, drafting and supplying whatever written information will be left with the donor, including a letter asking for a specific dollar amount, attending the meetings as necessary and documenting the meeting in the database as well as writing the formal thank you note, and then creating a plan to steward the donor.

There is also a strategic and generative piece to Board service, or at least there should be. We have already reviewed strategic planning and I encourage you to expand that to include strategic thinking. It is not enough to have a strategic plan that made your Board members crazy and now sits on a shelf. Strategy is not a one day thing. Strategy requires direction setting, questioning and the committing of resources to ensure the destination is reached. It also requires the rejection of things that are outside the scope of our plan, or the revision of our plan. It necessitates having a culture that allows for and encourages questioning, and sometimes dissent. Board meetings should include robust discussions.

Finally, and least often, there is Chait’s generative mode. Generative is a much deeper conversation about the underlying issues and how to impact them. Richard Chait presents generative discussions as ones that “select and frame the problem.” He says “committees need to think not about decisions or reports as their work product, but to think of understanding, insight and illumination as their work products.”

Honestly, if Boards are just going to approve the things put in front of them, anyone can do that. We don’t need our community’s best and brightest to serve on our Boards for that. We do need our community’s best and brightest to lead, to govern and to be strategic about the needs of our communities and generative about the issues we face.
As always, I welcome your insight and experience.