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10/17/2016 12:00 AM

In this Board & Administrator feature, Dr. Eugene Fram defines the six areas of responsibility that must be in place for the board and CEO partnership to succeed.

Dr. Eugene Fram, professor emeritus in the Saunders College of Business at the Rochester Institute of Technology, believes that what is done in the business world, if done ethically, applies to nonprofits.

In a nutshell: A corporate entity’s profit equals a nonprofit organization’s mission and impacts, Fram said.

Fram has thought about boards at a high level as both an experienced director and an author. He’s delved deeply into the issue of board and CEO roles for “more years than [he cares] to admit” in both the corporate boardroom and nonprofit worlds.

Here are his views on establishing a culture in your relationship with the board that minimizes micromanagement of the CEO over the long term:

“What you need is substantial trust between the board and management,” Fram said. If the two parties have a culture where both the board and the CEO understand what each party is responsible for, you will build trust from the start and this will gradually become ingrained into the relationship, he said.

“My feeling is the CEO should not be viewed as someone who works for the board, but should instead be partners in a relationship, where both acknowledge their separate responsibilities,” Fram said. The board’s responsibilities are governance, while the CEO is responsible for operations, he said.

For the partnership to develop as it should, responsibilities need to be defined for each party that develop the necessary boundary lines, Fram said. “Boards can differ in how they look at these boundaries,” he said.

Some boards prefer very specific laundry lists of the respective roles be included in the bylaws or in policy that defines what is policy and what is operations, Fram said.

In Fram’s view, this all can be simplified a great deal and trust built. “I strongly believe this can be developed with six definitions that clarify what is the board’s responsibility and then the remainder is operations,” he said.

Here are brief explanations of the board’s responsibilities, according to Fram:

  1. Direct management. This means the board employs and evaluates the CEO. The board also provides long-term objectives that effect strategy that will achieve the organization’s mission and provide impacts.
  2. Judge management. The board receives and assesses the CEO’s short- and long-term reports based on the board policy that has been implemented.
  3. Approve management’s actions. This is the classic board overview function. When the board does this, however, it must recognize the CEO’s authority over operations and therefore accept his or her decisions on day-to-day matters when they are related to operations. There must be substantial delegation by the board to the CEO for operations, and the board can’t peer over the executive’s shoulder all the time.
  4. Advise management when that advice is sought. This is an important board action, where the board acts as a counselor or a peer when talking about problems and challenges. Management has the final say over operational decisions and is accountable to the board for their outcomes and impacts.
  5. Receive ongoing reports from management on the organization’s talent. The CEO is responsible for developing the organization’s next generation of leaders, while the board is responsible for ensuring there is a quality “bench” in place. The board is also up-to-date on the organization’s current issues and approves management’s vision.
  6. Form an active partnership with the CEO to maintain a robust fund development effort.

“With these six concepts as guidance, over time trust can be built,” Fram said.

Fram explains his ideas in more detail in two books: Policy vs. Paper Clips: How Using the Corporate Model Makes a Nonprofit More Efficient & Effective and Going for Impact: The Nonprofit Director’s Essential Guidebook.

For more information, go to and

Board-Staff Contact
9/30/2016 12:00 AM

Executive Director Rod Braun has a policy that attacks board-staff problems from the staff side, reports this feature in Board & Administrator.

Executive Director Rod Braun (Pella, Iowa; took his current job nearly 30 years ago. One key provision for taking the job was a policy that helps protect him from staff back channels to board members.

“I learned this lesson back in 1987 when I first started as associate director and witnessed the demise of my predecessor,” Braun said. “In fact, I drafted a proposed policy as one of my conditions of employment when the board offered me the job after going through the search process, and they accepted it.”

The policy requires all employees to sign off that they have read the board policy manual, which includes a policy outlining the differing roles of board and CEO. Braun also suggests that the board accept the concept that when a staff member contacts a board member with concerns, he will be informed of the incident. He wants this rule in place so he can remind the employee of the policy, so that his board does not get entangled in management or personnel issues.

Succession planning
9/16/2016 12:00 AM

This B&A feature provides actionable steps to internally develop a successor to the executive director.

When the board and executive director agree their nonprofit has an excellent potential successor to the administrator in house, the organization is on good ground.

If this is the case at your nonprofit, work together to develop a plan so that when the time comes, there is no doubt as to whom the board wants as your successor. Consider some of these strategies.

  • Provide growth opportunities. Offer your successor feedback on her efforts. Update the board on these growth opportunities and results.
  • Coach the potential successor. Coaching after board meetings, providing difficult assignments followed by feedback and other leadership opportunities are beneficial.
  • Provide her with high-stakes assignments. These could include an effort to find funding for the organization, and opportunities to report to the board and the organization’s funders. Offer your guidance when asked.
  • Create a tailored development plan for the planned successor. This plan can include action items and responsibilities such as:
    1. Identifying developmental priorities.
    2. Seeking advice from others.
    3. Creating and following a plan.
  • Require attendance and participation at each board meeting and pertinent committee meetings. Attendance will allow the board the opportunity to become comfortable with her.
  • Schedule frequent check-ins with the executive.
  • Provide regular assessment of progress.
10/14/2016 12:00 AM

This resource from Board & Administrator Editor Jeff Stratton is designed to prevent communication problems between the board and executive director.

When communication failures occur between the executive director and the board, the executive typically loses the board’s confidence and eventually his job. Use the following checklist to ensure you are doing everything you can to ensure effective communication between yourself and the board.

  • Communicate with respect. Board members do not have the knowledge about the organization that you have.
  • Provide feedback on the impact of the board’s decisions. Boards make policy, but board members are interested in knowing how their decisions improve the lives of others or improve the organization’s results.
  • Talk board members through issues. Let them go through a process where they ask questions and share concerns. Then, they will be more comfortable approving your recommendation.
  • Improve your written reports. Be sure the information is interesting to board members; don’t assume board members understand your message just because you do (invite them to call); highlight specific problems, issues and accomplishments; and give board members your personal schedule (some of them just need to know this).
  • Know board members as individuals. Communicate with them in between board meetings; take their advice; show them appreciation; recognize their accomplishments; and always, always treat them in a professional manner.
  • If you wish to make big changes at the organization, ensure your board has been introduced to the idea long before it will become reality. If you are planning on budget growth, for example, show the board estimated budget growth for the second and third years using a mock budget.
  • If a “sacred” program has become a drain on the budget, be sensitive to the politics at play. Systematically feed your board evidence of a need for change.
  • Never invite your board to meddle. Do not ask your board for approval of administrative decisions, for example. This is the same as inviting the board to hire your staff and allowing them to tell you what type of vehicle to buy. It is confusing communication to board members.
  • Build your board up in public. Do not take credit for successes; instead, credit the board. Let the board recognize you for the organization’s success. Give them proper credit and communicate your appreciation for their sound decisions that led to accomplishments.
  • Give each new board member a copy of your board-approved job description. It’s important to communicate what you do to new board members right from the start of the relationship.
  • Ask board members for the type of financial information they want you to provide. Let the board decide what it wants.
  • Understand why each of your individual board member serves. Is it because of social needs? A strong sense of community service? A desire to advance their career? Target your communications efforts toward these specific needs.
  • Upgrade your communication efforts as needed by:
    • Asking a board member about his personal interests.
    • Recognizing the accomplishments of the board member’s spouse or children.
    • Recognizing volunteer work at the organization.
    • Inviting board members to social occasions.
10/7/2016 12:00 AM

This resource from Board & Administrator helps board members assess their engagement level with the organization.

8/19/2016 12:00 AM

Use this board member job description from B&A to teach the board its role and prevent problems.


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  • Meet the Editor

    Jeff Stratton

    Jeff Stratton has edited Board & Administrator since 1992. As the Board Doctor, he has advised thousands of executive directors and board members on issues like prevention of
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