by Jan Breiner Frazier, owner, Planning Plus, LLC

A not-for-profit board of directors can play one of two roles — that of a board of governance or a board of management. Both are valuable and can be highly effective. What type of board does your organization need?

Much of this depends on the current reality of your organization in this volatile time. But, more often than not, it depends on the strength, skills and expertise of the CEO/executive director. When we have been asked to assist with CEO/ED searches, one of the initial questions we ask is “What is the relationship you want to have between the board and the CEO?” Of course, the general response is that of collaboration, open and honest communication, transparency, etc.

When we think about board governance, we generally refer to the “10 Basic Responsibilities of Non-Profit Boards,” the seminal piece by BoardSource. For the majority of our clients, the board of directors is one of governance, ensuring the adoption of a mission statement, overseeing the financial health of the organization, promoting the organization, etc., and — most importantly — hiring the CEO and giving that individual the responsibility for all personnel decisions. In an established organization, a board generally serves in a governance role, using board member skills to fill in gaps with varied experiences and expertise to help advise and guide staff.

A very strong CEO — one who is independent, focused and driven — may often desire a board that is more than willing to stick to governance and stay out of operations. Enough information is shared so that board members understand the general finances, challenges, and priorities — but the less involved the better.

A board of management is generally more hands on, becoming intricately involved in making and often implementing operational decisions and contributing a great deal of time to the organization. We generally find this type of board with new non-profits, start-ups, in-crisis situations, and in organizations going through significant leadership transitions. Over time, with the right people in place, the board of management can slowly evolve into a board of governance.

Unfortunately, we have seen CEOs who abdicate their responsibilities to the board due to the fear of making decisions, a reluctance to engage in controversial discussions at the board level, or an inadequate level of skills necessary to ensure the organization’s success, leading to boards of governance slowly evolving into boards of management whether they intended to or not. And it’s hard to retreat from that position.

The one constant, however, whether a board of governance or board of management, is the requirement to assist with resource development for the organization (yes, fundraising).

The recommendations we offer below are nothing new and may seem simplistic, but implications to the board are far reaching:

  1. Be very scrupulous in hiring the CEO of the organization in terms of the relationship desired between CEO and the board. Be clear on the expectations of the new hire; carefully identify the needed experience, skills, and behaviors; be diligent in reference checking, including reaching out to board members of the previous organization; and ensure the entire board is on the same page as to the leadership needs of the organization and the level of autonomy it will give its new leader.
  2. Be equally scrupulous in selecting a board chair. Too many organizations have a pre-determined hierarchy, i.e., the vice president automatically becomes president and other officers line up for future succession. The board chair must be someone who meets a similar set of standards you would require in the CEO: strategic in thinking, visionary, strong and effective communicator, ability to manage change and conflict, etc.

Whether your organization has a board of governance or board of management depends on the needs of the organization as it continues to evolve. Just be sure you know which one you want.

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