All About Boards of Directors (For-Profit and Nonprofit)
Dividing Duties Between Board and Staff. A nonprofit organization is hierarchical in structure by fiat. Every nonprofit has a board of directors that is the ultimate. Addressing board/staff relationships in the context of the board's role an appropriate relationship between board members and staff might look like. . or chart that defines respective responsibilities and authority in relation. (Maybe you're a member of an organization whose Board members you help to pave a smoother relationship between paid staff members and the Board.
Good governance and board/staff relations
All these should be supported by written documentation and policies, and reliable information in manageable chunks that permits objective decision-making - that is, based on fact rather than conjecture or assumptions. After a brief board training session on policy governance, the chair and executive director proceeded as if this approach had been approved.
Yet there were no minutes documenting the decision and many other directors did not support the policy governance approach. In fact, the only minutes available were for the most recent year. Group home supervisors were in a dual reporting relationship to a manager and a board member.
A board chair twice stepped in as interim CEO then returned immediately to the board.The Corporate Secretary & Board of Directors Relationship
The result was a chaotic, dysfunctional organization, poor labour relations, a funder commissioned external audit, and seven CEOs in 10 years. Clarity of roles and rules is essential to building trust. This should begin during the CEO selection process. The board, once it has selected the CEO, is responsible for providing support, guidance, advice, and regular feedback about performance, based on objective criteria. The CEO may seek advice from board committees, individual directors and the chair.
However, only the full board has the legal authority to provide formal direction. The relation between the board and chief executive officer should be challenging, yet supportive and positive - friendly without befriending. It should be arm's length but not adversarial - dependent but not captive.
It relies heavily on the CEO as a full partner in the development of direction and policies since the CEO is much more knowledgeable about, and more heavily invested in, the organization. However, it should maintain sufficient independence from management to ensure that it can objectively evaluate CEO performance.
Board members of smaller organizations with a less rigid hierarchy often interact with staff, particularly management staff, rather informally. They are a resource pool, often called upon by management to provide advice or guidance in their area of expertise. However, they must exercise care and tact in proffering unsolicited advice that may strain the boundaries between board stewardship and management discretion and authority.
Their support to staff or other managers is best provided through, or with the sanction of, the senior manager, regardless of the size of the organization. And the senior manager should always be kept in the communication loop to maintain proper lines of authority and accountability.
The bottom line on this: However, it is equally important that the responsibilities of one do not undermine the authority of the others, and that there is a constructive process for resolution of problems in those areas where responsibilities might overlap.
Good governance and board/staff relations
Quick Tips I'll conclude by offering some tips that may help deal with problems in perennially troubling areas: They can also ask other staff members, who might be less willing to approach the Board. And finally, visit the organization, with an eye towards what else could help things be more comfortable, more efficient, and just all around nicer for the people working in and helped by the organization every day.
Creating other opportunities for the Board to better understand the work done by staff members. For example, Board members might tour the organization's facilities during normal working hours; or they might help staff a booth at a local festival.
Of course, all of this isn't a one-sided event. The Executive Director, in particular, is often informally or formally responsible for maintaining a healthy and effective relationship with the Board. Both sides need to do their part to ensure the best association possible. Hold effective meetings All of us have been frustrated by unproductive meetings, as well as pleasantly surprised by how well a different meeting went. Holding effective meetings is an art that is critical to effective Board maintenance.
Have set, understood rules to give structure to meetings. For example, many Board members swear by Robert's Rules of Order. Having these rules allow you to keep members on task without creating hard feelings. Of course, not all Boards follow Robert's, and some deliberately choose not to. They may see those rules as too formal and limiting.
They may develop their own operating procedures, procedures that work for them. But for any Board, the key point is to have set, understood rules. The following suggestions come from The Board Cafe: Try an unconventional place to meet as part of "stealth board education. If you're on the board of an independent school, try holding a meeting in the science lab or the school library.
Try having a meeting in the middle of the warehouse. Make sure members especially new members have the opportunity to get to know one another. After all, that's one of the main reasons we all joined the boards we did!
Name tags can be helpful when there are new members present, and snacks before or after every meeting are always appreciated. You might even ask the meeting chair to add to one of the agendas that you'll be buying the first round of drinks for Board members who join you after the meeting!
Work with the executive director to put together a readable, relevant, interesting Board packet that goes out to Board members at least a week ahead of the meeting. Bring in experts to lead discussions on different topics. Finally, make sure everyone says something during the meeting. If you're chairing, invite quiet board members to speak by asking them directly for their opinions on the topic at hand, or through encouragement in a private conversation.
You can also encourage others to speak without putting direct pressure on them by saying something like, "Any other thoughts on this? Take time to report on the institution's work. This is often done by the Executive Director or other staff members.
It's easy to forget and fall into the habit of only dealing with "bigger" issues - that's important, but you need to stay grounded. On the other hand, the opposite situation may also occur -- Board members' time gets taken up with the nitty-gritty stuff, and the larger issues go unaddressed. The Board must find a balance between dealing with the immediate and concrete, and the longer-term and more general.
Sometimes this can't be done well in a given meeting, or even in meetings in general, so some of it can and perhaps should be done "off line" in smaller task groups. Maintain a sensible work level for Board members The idea here is that each Board member should have something to do; this should be part of the up-front expectation.
If there is nothing for a Board member to do, he's less likely to feel effective, to stay committed, and to stick around.
Of course, if there is too much to do, the Board member is also likely to look for an exit. It's a question of balance, of finding something for each member to do, but not too much.
Trying to maintain this balance can be a staff responsibility, the responsibility of the Chair of the Board or other officers, or it can be jointly shared. Develop a policy for dealing with urgent and not so urgent matters between meetings This is the "between the lines" work -- the work that goes on between meetings, which often makes up much or even most of the organization's work.
This includes committee and task group work, informal contacts, and so on. There are many different ways to do this. A couple of popular ways to help do so often include: Phone trees -- these are especially helpful for small, local Boards Communication by e-mail can be a lifesaver for larger groups that are spread out geographically Having a designated "point person" who distributes information to everyone Developing a small internal newsletter to be sent out to Board members regularly or as needed Sometimes these are staff responsibility, other times that of the Chair or an Executive committee -- but in any case, it's important to have such policies.
When something arises that calls for a Board vote, however, the Board should have a procedure for contacting and polling members that satisfies any legal requirements and conforms to the organization's bylaws. All Board members should be aware of this procedure -- through the Board handbook or other Board information -- and it should be spelled out in the bylaws as well, so that any votes taken between meetings will be legitimate.
Define terms of membership Developing terms of membership is a broad topic, under which your Board will need to answer a short list of questions of what's best for your group.
How will you choose your officers? Every Board will do this differently; try to find a system that works for you. Executive sessions provide an opportunity for the board to meet in private.
As they normally are closed meetings, often restricted only to board members, it is advisable to set straightforward rules and communicate openly their function and purpose. When a nonprofit board faces the painful decision of firing the CEO, it can do great and unnecessary damage to the organization. However, by focusing on mission, integrity, clarity, and accountability, the board is likely to inflict only wounds that heal and, in healing, leave the organization stronger.
- The Board-Staff Partnership
- All About Boards of Directors (For-Profit and Nonprofit)
Good Habits of an Effective Board Chair: Serving as the chair of the board is not a role for the indolent and undecided. To accept the responsibility to be in charge of a nonprofit board and to serve as an effective leader — not just a figurehead — assumes that the chair possesses the characteristics and conduct that make the job produce results.
It is not unusual for a board member to be interested in a staff opening in an organization. The board member may feel that she has the necessary skills and previous experience with this nonprofit.