Defining the Roles of the Board and Executive Team

Stop managing the relationship between your board and executive leadership.There is a new way for boards and the executive leadership to look at their organizational structure, roles, and their approach to corporate governance. They must commit to the discipline necessary to maintain their focus and limit their actions within the bounds of the defined roles.

The monthly board meeting is approaching.  The Chairman of the Board and the Executive Director are stressed as they prepare for the meeting.  Once again, the Chairman is trying to come up with an agenda that makes sense.  The Executive Director is attempting to prepare the details of the organization’s work that should be discussed and maybe even defended.  Neither of them is ever sure that they are doing the right thing in leading their board or staff respectively; and both of them wish there were clearer leadership guidelines for them to follow.  Are they doing the right things?  Is this confusion and lack of clarity just part of the job that they accepted?

This leadership confusion is common for many organizations. Boards are tremendously important structures but are often considered challenging by those who serve on boards and those who operate under the authority of the boards. Boards are such important structures that nonprofits and public for-profits are mandated to have them, and other organizations often choose to institute them. Considering their importance, why is there continuous confusion surrounding executive leadership and board of directors’ roles?

It exists because we place very capable, talented and energetic people in positions without providing a foundational structure that supports the execution of their roles.  This leads to well-meaning board members becoming overly involved in day-to-day operations, and well-meaning executive directors and staff members defining and redefining the boundaries of what the organization should be accomplishing.  This confusion leads organizations to fall short of their full potential because a great deal of the board’s and staff’s time is spent dealing with the “overhead” of managing this relationship.  It leads to missed opportunities for the organization because they cannot demonstrate the mature structure that funding entities are looking for. In addition, because their focus is on managing internal relationships, no one is outwardly focused enough to see what is going on with the people they serve, nor the community owners and donors to whom they are responsible.

The answer to this dilemma is educating everyone about appropriate roles, and initiating an organizational transformation through the commitment of everyone involved.  It requires a willingness of the board and the staff to admit that there might be a different way of looking at their work.  Then they need to engage in the dialogue necessary to discover new information. And most importantly, commit to the discipline necessary to maintain their focus and limit their actions within the bounds of the newly defined roles.

Board of Directors Roles

The board of directors’ role is to direct, protect, and enable the organization.

The board directs the organization by establishing and maintaining the strategic “what” of the organization.  It defines the appropriate organizational target or outcome that, when accomplished, represents success for the organization.  This may sound self-evident to many organizations, but experience shows that this is one of the two hardest points to clarify for a board of directors, as they create their governing documents.

The board protects the organization by establishing boundaries that, when respected by the executive director and staff, results in safe operation of the organization and secures the long-term success of the organization.  The boundaries are expressed as policies that start out broadly and can be narrowed with more detail to any level that the Board chooses.

In the end, the Board’s boundary statements become monitoring tools for the Board to ensure the organization is remaining safe and successful.  These boundary reviews provide some of the structure for board meetings throughout the year.  Common boundary statements relate to treatment of clients, treatment of staff and volunteers, financial planning and management, risk management, compensation and benefits.  Boundaries are created as appropriate to the organization and its work.

The board enables the work of the organization through advocacy and resource development.  Board members advocate for the organization through their own networks of professional, civic, and personal contacts.  Every conversation they have is an opportunity to advocate for the needs and mission of the organization.  They represent the organization to every person with whom they interact.  Because of the board members’ influence, the organization is made visible to everyone that they know or knows them.  Obviously, this means that the board member must clearly understand the work of the organization.  Each advocacy relationship is also a resource development opportunity.  This does not mean that each conversation needs to end with an “ask”. But it does mean that the board member should always be listening for possible connections between the needs of the organization, and the talents and resources of their contacts.  There will be times that an “ask” is appropriate, and it may or may not be the role of the Board member to make the request.  In some cases, it may be more appropriate for the Board member to refer the contact to the Executive Director or someone on their staff to make the request.

Boards should also remember the enabling impact of maintaining their role.  As soon as the Board begins to veer from their directing, protecting and enabling role, it risks disabling or at least complicating the efforts of the staff.  Board members are often tempted to wander into leading, managing and accomplishing roles. However, they will enable the staff more by staying out of those areas.

Executive Director and Staff Roles

The executive director’s role is to lead, manage, and accomplish the work of the organization.  If the board defines the strategyic “what” of the organization, the executive director and their staff define the tactical “how” to accomplish the strategic “what”.  This does not mean that the executive director is relegated to the mundane. Rather, he is empowered by the board to accomplish the work of the organization in any way they see fit within the boundaries established by the board.

Leadership and management are often confused.  Both are important, and often an executive director is stronger in one area than the other, but they must focus on both to be successful.  Leadership is future-focused, and considers how the organization must change to accomplish the work of the organization, in the context of shifting challenges and opportunities.  Management is focused on the present, and relates to how the work of the organization must be structured to ensure it is accomplished on time, on budget, and with excellence.  The executive director must be clear about their strengths and weaknesses in each area, and surround themselves with staff and volunteers that help bolster their areas of weakness.

The executive director uses the strategic direction and operational boundaries provided by the board to create tactical plans and operational policies, that ensure the organization will accomplish its work and maintain its integrity.  The executive director’s role does not conflict with the board’s role, but rather complements it.  The executive director’s role is not more or less important than the board’s role, but it is vital to accomplishing the work of the affiliate.  Executive directors and staff operate the organization, accomplish the goals established by the board, and provide the Board with monitoring information.  Executive Directors operate the organization within the context of the board’s governing policies by establishing operational policies, structuring resource development efforts, hiring and managing personnel, and establishing processes and procedures by which products or services are delivered consistently.  They structure the organization internally so the day-to-day tasks of keeping the organization moving forward are established and well-managed.  Some of these tasks may be done by internal staff and some may be done by outsourced services (for example, staff may hire an accounting firm for accounting tasks). Regardless of who does the work, these operational tasks are the executive director’s responsibility.

Executive directors and their staff are responsible for accomplishing the work authorized by the board.  For example, an educational foundation raises and distributes funds to the educational institution they are aligned with.  A food bank raises funds, procures food donations, and then develops processes and procedures for distributing that food appropriately.  An affordable housing organization’s work is building and remodeling housing that can be made available to families at an affordable cost.  In all of these examples, the board defined the strategic “what” and the executive director and their staff define and accomplish the tactical “how,” focusing on doing the “programmatic” work of the organization.

Executive directors are also responsible for providing the board with the information that they need to appropriately monitor the organization.  Boards typically monitor each of their protective policies once a year.  With ten to twenty policies, the board reviews at least one policy per month, and the executive director provides operational reports for this process.  Boards often perform external monitoring on some of the protected areas.  In these cases, the staff will work with an external auditor to provide audit information.

Successful organizations recognize the differing roles for boards of directors, executive directors, and staff.  Neither role is more important than the other, but each will be sorely missed if not performed appropriately.  It is crucial that the chairperson of the board and the executive director work together to coach the members of their respective “team” to stay within the boundaries of their role.  Table 1 compares the differing roles in some common areas within an organization.

Table 1: Differing Roles for Board and Staff

AreaBoard RoleStaff Role
LeadershipOutward focused leadership that sets direction and establishes boundaries for organization safetyManagement of the organization in support of accomplishing its work.
PlanningStrategic definition of “what” the organization should be accomplishing.Tactical definition of annual goals in support of the work defined by the board.
Resource DevelopmentAdvocacy and networking with civic, professional and personal contacts with the needs and challenges of the organization in mind.Establish and structure resource development goals and plans for achieving those goals.
Policy DevelopmentOversee the creation of by-laws which establish the organization and board governing policies by which the board monitors the organization.Create operating policies and procedures by which staff are directed how to accomplish their work.

Each organization has a unique programmatic focus, and that is true for your organization as well.  The professionals at Aligned Influence, LLC specialize in helping organizations establish clear roles for the Board and staff of organizations, and then provide the tools by which to operate within the roles so your organization can focus on its mission.   If we can assist you further, please Contact Us or call us at 303-257-1794.

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