Board Governance and Management: How To Avoid Blurring the Lines
Board members often wear many different hats, but their real responsibility is to provide strategic leadership, including setting the organization’s direction by adopting policies and overseeing the implementation of that vision.
In nautical terms, their role is to set a course for the ship. Not to steer it, not to man the oars, not to throw sailors overboard — just to set a course and hire a captain to take care of the rest. Your organization’s board, in other words, is charged with the big picture, not its day-to-day implementation.
There are many reasons for that, of course, among them that board members simply don’t have the time to be able to manage operations effectively — and making managerial decisions by committee throughout the day would be near-impossible anyway. Moreover, if board members are making management decisions, then who is going to oversee those decisions and make sure they are in the best interest of the organization? The board can’t do both management and oversight of management.
That’s why board members hire an executive director or other managers. The separation between governance and management means that managers can have the freedom to work, yet be held accountable for that work. And you want board members to stay focused on the big picture; not be bogged down in operational decisions. But the line between governance and management can often be blurred, especially in smaller organizations where the board steps in to lend a helping hand. Even large nonprofits can struggle with board overlap as the organization goes through changes or new initiatives requiring board expertise, or as certain board members want to have a more central role in any number of smaller decisions.
To avoid this blurring of the lines between governance and management, there are a few actions you can consider:
Communication and training.
The board should be educated about their roles and responsibilities. Just as employees and volunteers have job descriptions and are trained on their roles and the organization’s policies, board members should be informed and trained on what their roles and responsibilities are. This can be done through having documented board descriptions and new board initiation trainings.
Avoid too many committees that contain both board members and staff. Communication and cooperation between board members and staff is great, of course, but grouping them together too often to work hand in hand on projects can cause confusion in roles that might spill over into other work.
Don’t meet too often.
If the board is meeting too often, they run the risk of overstepping their role and can be seen as micro-managing the management team. Take a step back and review the board agenda and minutes from recent meetings. Is it possible the board is making too many management decisions? Holding fewer board meetings means there is less time and could help the board re-focus on the high-level strategic vision. There’s an easy fix: meet less often.
When the line between management and governance is crossed, board members or employees should be reminded of their roles and responsibilities — and their limits — by noting the ways in which they are blurring the line. A good exercise to perform as a “roles and responsibilities” test; list out several activities (e.g. hiring consultants, hiring and reviewing the management team, year-end bonus and performance analysis, etc.) and ask each member of management and board to indicate if each task is a board responsibility or management responsibility. Then come together as a group to discuss what each person answered and why. The results are often surprising and will help highlight areas that need attention.
Management should feel supported by the board, not ruled by the board. Board members who cross the governance/management line should be given a performance review, just as you would do for someone in management. If the issue persists, consider redirecting that board member’s passion to other areas in the organization.
As always, what’s in the best interest of the organization should override every other concern. And maintaining a clear delineation of board and management roles will help focus everyone’s attention on the mission of the organization.
Interested in learning more about nonprofit board governance?
Click here to download our guide to effective nonprofit leadership, including how to avoid blurring the line between board governance and management as well as how to attract millennials to serve on the board.
Meet the Author
Andy Maffia, CPA
Aldrich CPAs + Advisors
Andy Maffia has more than 15 years of experience in public sector accounting, with a focus on auditing nonprofit organizations, organizations subject to a single audit under the Uniform Guidance, agreed-upon procedures and consulting work, as well as assurance audits for closely-held companies. He currently sits on the board of directors and serves on the... Read more Andy Maffia, CPA
- Nonprofit organizations
- Public sector
- Government entities
- Certified Public Accountant