Most nonprofit board of directors fall into two categories — Governance boards and Working boards.
Both have important responsibilities. Either can be necessary at times. They can each can be the perfect board for a nonprofit, based on the agency’s characteristics, needs, and place in its growth cycle, but not at the exact same time. Serious problems can arise when a board forgets what its role is and begins to straddle the fence, acting like both kinds of board at once.
What is the difference between the two?
A governance board generally serves an experienced agency and primarily concerns itself with high level issues like overall accountability, the agency’s progress in achieving the strategic plan, and its fiduciary duties. It will also set in place certain rules and procedures to be followed by staff and others on the team. It works at arm’s length from the operational side of the agency and concerns itself with the agency’s legal, financial, and mission-focused performance.
A working board is often very much involved in the agencies day-to-day activities. These occur most often in very small or new agencies, where the environment tends to be all hands on deck much of the time. You might see a working board meet and stuff envelopes, pick theme colors for the annual gala, help create and run fundraising events, help out within the agency to serve clients, and do just about anything the organization needs. Individual directors may wear a volunteer hat or a board member hat, depending on what they are doing at the time.
But a challenge facing the working board, is that they — like every nonprofit board — are also responsible for the proper governance of the agency. Filling both of these roles can often make it feel like their work is never done. Too often, they are right.
When an agency is just beginning — or very small — a working board is essential for moving the mission forward. Without enough funds for a full staff — or potentially any staff — the organization must depend on its board, to build awareness, work with donors, help serve clients, and a variety of other tasks. But as the organization begins to grow, many boards struggle to transition to a governance board. After being so closely involved in the day-to-day it can be difficult to get them to let go.
If you find that your board of directors is constantly getting involved in things they shouldn’t, or it’s difficult to accomplish every day responsibilities — without board oversight or involvement — your board might be a little stuck, and need a nudge in the right direction.
So, how can you change your board from primarily a working board to a governing board, focused on leadership? Or, how can you remind your governing board that it is getting a little too close for comfort, and starting to act more and more like a working board?
Here are 10 ways to get your board to let go.
1. Review your meeting agendas. Whether your board is a working or a governance board, ensure your board meeting and board committee meeting agendas address topics based on what kind of board it is. Governance boards mainly concern themselves with results, reports, agency directly, strategy, etc. Working boards, rightly so, will get into the weeds at each meeting and wrestle with details.
2. Review your new director orientation program and annual board update/training program. What does it say about the board’s role? Do you cover working vs governance issues?
3. Find out what data and topics are important to your board members and for which items they would like periodic updates. If a governance board starts swooping down into a lot of details, find out why and address that concern rather than letting the board slip into a working board mentality.
4. Always provide information to the board accurately and in an easy to understand format. Accuracy goes along way towards building trust. Work with them so they can become comfortable with your reports. Dashboards — a simple report showing key metrics in the organization — can be a huge help here.
5. Whenever roles and responsibilities seem unclear or come into question, address that confusion immediately. The longer people feel left in the dark, the more they become suspicious and will dig until they are satisfied.
6. Let complete transparency and moral courage be your guides. Be as open and transparent as possible and don’t be afraid to raise uncomfortable questions when you see or hear things you do not understand or agree with. The longer these festering wounds remain the harder they are to resolve and soon they become 800 pound gorillas that everyone avoids.
7. Seek a clear understanding, preferably in writing — in a policy manual — of the extent of your authority as a leader. What can you do on your own and where is the line drawn? Clarify the communication protocols between the board, you, and your staff. Things like check signing authority, the ability to authorize certain expenses (and to what amount). Try to get clarity on the type of actions and decisions, you as the executive director, must go to the board for permission, and those you can make completely on your own.
8. If necessary, ask a consultant to help you and your board set reasonable boundaries and expectations in roles and responsibilities so everyone remains in sync. Or, ask someone well respected in your community who has significant board experience to come and speak to your board about this topic.
9. Review progress as a team. At the end of each board meeting, or at executive committee meetings, take a few minutes to evaluate how well the board and you are doing in adhering to previously set boundaries regarding governance vs working board duties.
10. Remain open to board questioning and criticism even when you feel it is not warranted or based on faulty information. The more comfortable the board feels with you and your decisions, the easier it will be for them to let you lead.
One of the most effective ways to help communicate existing roles, or lay the groundwork for changing roles, is by implementing — or revising — a board orientation program. Whether you have new board members that are unsure of their responsibilities, or existing directors whose roles need to change, board orientation can go a long ways toward making these tasks easier.
Even if your board has been in place for a while, you can revisit your orientation program, to help define — or clarify — new roles for the board, based on the agency’s growth. Remember, open communication and transparency will go a long ways towards making a potentially challenging situation easier.