Reflections from Ned

Is the board governing? (June 2017)

We often talk about Board Governance…I say governing should be the central focus of every board, but what does it mean to “govern” an organization? How is that different from “running” or “managing” an organization?

First, let’s dispel one common misconception — the difference between a “working board” and a “policy/governing board”. I believe this is a false, even harmful, dichotomy. EVERY BOARD MUST BE A GOVERNING BOARD! Without a volunteer body which is truly in charge, exercising the last call on every important decision (or delegating with accountability), you don’t have a truly functional nonprofit. No matter what staff or program volunteers do, the board can never relinquish ultimate responsibility for the actions of the organization – this is the essence of the duties of care, loyalty and obedience.

If the board sees itself in one of the following ways, to the exclusion or ignorance of governance, the board may not be living up to its full responsibility:

  1. A “working board” – this usually means people do a lot of tasks outside the board meetings, like putting on fundraising events or helping with programs. But, is the board a group of people consciously exercising governance together, or is it a team of volunteers who occasionally come together?
  2. A “support group” for the Executive Director – this can happen with a long-serving Executive who is perceived as respected and effective. The board sees its role as mostly providing whatever that person needs to succeed, instead of ensuring accountability on the part of that person to the larger purposes of the organization and to applicable laws and regulations.
  3. A “rubber stamp” board – sometimes this occurs in larger, more complex organizations where the board may not be engaged enough to know whether the staff is pointed in the best direction for the organization, so policies and motions that come from staff are passed without much dissent or even questions from the board.
  4. A “board in name only” – the Executive exerts so much control over big decisions and board recruitment, effectively disempowering the board from any ability to ensure accountability in the best interests of the organization and the people it serves.

My favorite platitude about governance is this: “The Board is the antidote for unchecked, charismatic executive authority”. What does that mean? How can you help the board you serve on avoid the common mistakes above? More on that from me next time — watch this space! But in the meantime, start with the Montana Nonprofit Association’s Principles and Practices section on Governance to ensure you are doing the basics to ensure effective governance here: http://www.mtnonprofit.org/Governaceandleadership/