Organization & Leadership Consulting

What a Governing Board is Not

Board of people frustrated over a project

All legally incorporated organizations—large, medium, and small—have Boards of Directors as required by the laws of the States in which the companies are incorporated. These laws typically declare that the organization “shall be managed by a board of at least three directors.” But the laws do not define and describe the meaning of “shall be managed”. Nor have 150 years of legal history and litigation revealed precisely what directors are to do or do not do when they “manage.” In short, we too often accept that details within the roles of a governing board—e.g., selecting the chief executive and its own  roster of directors, determining policy, measuring results and impact, increasing donor development and asking discerning questions—become cluttered and unclear over time. Toward the purpose of greater clarity, this blog will focus primarily on what boards are NOT.

Governing Boards are NOT:

  • Boards are not directly in charge of managing the organization’s operations – that is the CEO or Executive Director’s role. Too often, boards get lost in the weeds and minutia. This distracts them from focusing on higher level “Where are we going?” and “What’s on the horizon?” topics that will help get them to their vision faster and better. When an unexpected event occurs, an in-the-weeds board may be poorly equipped to pivot quickly. This last Covid-pandemic year challenged many organizations in this area. Boards are not helpful when stuck on short-term issues, but are at their best when focused on issues of long-term sustainability and impact. 
  • Boards are not an extended function of the Human Resources Department. Sadly, we have witnessed employees contacting board directors to discuss their employment grievances. This is not only professionally inappropriate but could jeopardize the organization’s compliance with labor laws. Conversely, board members are not to ask the Executive Director about performance issues regarding individual staff. The law allows for only one exception having to do with the required “Whistleblower Policy”. It allows an employee to directly contact the Board Chairperson for extreme cases as laid out in the policy. 
  • Boards are not social clubs. Boards represent the owners and have significant responsibility to stakeholders and to those whom they serve. Impotent boards that are merely status-minded social clubs do long-term disservice to the organization and to the talents, gifts and abilities of those seeking to genuinely serve on the governing board. Great board meetings include hard decisions wherein those talents, gifts and abilities are utilized to advance the mission of the organization

How do you attract great board members? Raise the bar higher. Board meetings should include challenging questions, robust debates, and making difficult and high-altitude decisions. Look for more thoughts and resources on governance as April continues.


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