Board Governance

With the recent scrutiny of nonprofit and joint power governing boards, focus is needed upon the relationship of boards and CEOs – especially those experiencing a crisis transition. Some serving on boards are not educated on their role, nor prepared for them. Some get appointed due to their city council position and have little experience with this role.

How an organization responds (internally and externally) to a crisis will determine the survivability of the organization.

At this critical juncture, boards tighten controls, adding operational policies and reporting procedures, while simultaneously bringing in a strong leader to rebuild the trust of the donors, constituents and publics. More than ever, leadership and teamwork need to permeate the relationship between the board and the CEO.

The board has but one employee: the CEO. While the CEO is the face of and runs the day-to-day operations of the organization, the Board is responsible for its oversight. The board “owns” the organization through its governance and fiduciary roles. These two entities need each other and are implicitly inseparable.

The CEO should be expected to provide leadership for, and has the responsibility of managing, the organization and its staff – requiring the support of the board in that task. It is the CEO who provides the vision and impetus in fulfilling the organization’s mission. It is that impetus that drives the staff and the board in their respective duties. A CEO must be able to maintain fiscal control, provide clear communication and strategically manage all aspects of the organization.

The board is expected to provide leadership as they participate, provide competent support, personal contribution (time, treasure and talent), and a sense of enthusiasm. Expectations of their responsibilities of governance must be clearly communicated and reinforced. It is the board’s duty to provide clear parameters for its CEO that allows freedom to manage – within responsible limitations of authority; that also means comprehending and responding to reports, audits and media inquiries. Beyond this, much of the board’s time and energy should be conveyed and committed to matters of strategic or symbolic import to the institution.

The Carver Model of policy governance (an emerging and unique model) advises a framework of constraining language in its limitations of CEO authority; initially seen as negative, this can actually free him or her to lead and manage. Whatever delegation model is used, a clear definition of the approved ends, means and monitoring protocols will provide strategic boundaries within which both board and CEO can exercise their respective responsibilities without overbearing constraints.

Partnership and trust are key elements of the relationship between the CEO and his or her board that will lead to respect and openness. A board must find the proper balance between trust and accountability.

Thus, if you serve on a board, it is your critical task to provide the balance of leadership and oversight to ensure a clear road ahead of the CEO in rebuilding and expanding the nonprofit organization. Those served by your organization deserve nothing less.