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Board Role
1/5/2018 12:00 AM

The executive director must understand his place in the organization, according to this feature in B&A.

Executive Director Robert Benes ( said there could be any one of a thousand reasons the executive director fails in his position and loses his job.

“If I was to distill it down to its essence, I would have to say they fail because they at some point start to believe the title on their door and forget who is boss,” Benes said. “The boss will always be the board.”

One reason for this: The executive director tends to be an action-oriented individual. Mix that personality type with a board that is slow or hesitant to make decisions or just plain contrary and “the executive director wants to step up and take charge and lead,” Benes said.

That is when trouble starts.

“This is when any of those 1,000 reasons big or small may come in and rise to the level of terminal,” Benes said. This is why the executive director always needs to keep the board “out front,” so that the CEO can survive most anything, he said.

If the executive director has gotten ahead of his or her board to the point that the board is now visible only in your rearview mirror, trouble looms. “There are countless things then that can and will trip us up,” Benes said.

Board Communication, Role
12/15/2017 12:00 AM

How you communicate to your board members can be vital in their understanding of the board’s role, according to B&A Editor Jeff Stratton.

Teaching a board that its role is making policy, and not managing the organization, should be looked at as a long-term process. That’s why the executive director should look for ways to strategically guide the board in the right direction.

Use your regular communications to the board to guide trustees. Take your monthly report to the board as an example. How you structure it can teach the board to think like a board, not as a CEO.

Organize your report around these three areas:

  1. Action items. This should include information in such areas as committee work, draft policy documents, and your appraisal and contract.
  2. Information items. This section should include updates about your management decisions and summaries of the implications of state house decisions on your organization. You might also include your schedule in this type of information for the board.
  3. Program activities. Board members will be very interested in this section of the report, so fill it with client achievements and examples of staff work.

No CEO can explain the difference between policy and management one time at orientation and expect that to suffice. Use the tools you have at your disposal to reinforce proper roles.

12/8/2017 12:00 AM

There are several ways to address a board member violating confidentiality, including asking for a resignation, giving a forceful reminder or censure.

Question from an Iowa CEO: “We have a member of our board who leaked some private information about a planned real estate acquisition to a spouse. This has created some problems for us in the purchase. How should a board handle a situation such as this?”

The Board Doctor’s response: You are correct in seeking a way to show your board member that he or she made a significant mistake in not honoring the trustee’s obligations to the nonprofit.

Consider these options:

  1. Ask for resignation from the board. This would be the chair’s job. If you don’t wish to be this forceful in your reaction, strip a board member of an officer’s position or some other duties.
  2. Give a reminder for the full board with the violator in attendance. The chair can again lead by reinforcing the importance of keeping information such as private business dealings confidential. Such violations are a significant sign of governance problems on a board, including a violation of the duty of care, and you should emphasize the board’s code of ethics if you have one.
  3. Bring in the board’s attorney. This can be particularly helpful if there are legal consequences in your state for such violations.
  4. Censure. To do this, the board makes a motion and puts on the official record that it disagrees with the member’s behavior and is unhappy with what the member has done. It is a form of “shaming” a board member.
3/10/2017 12:00 AM

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

2/24/2017 12:00 AM

In Brian Foss and the Horatio Alger Association’s book, Governing Effective Nonprofits in the 21st Century, board members can find a wealth of practical information about serving on a board.

Below, you’ll find a terrific job description for a nonprofit board member.

A Sample Board Member’s Job Description for Any Nonprofit

  • Understand and support the mission, programs and services of the organization.
  • Accept the responsibilities of being a fiduciary of a corporation that exists for the public good using tax-exempt, tax-deductible funds.
  • Make a multiyear commitment to participate actively in governance meetings and programs.
  • Be among the first, most generous and consistent annual donors.
  • Invite new people to become involved in the organization’s work and to contribute financially.
  • Assist other governance leaders in building relationships that will help the organization fulfill its mission.
  • Be a steward of the public trust and a trustee of the organization’s mission and resources.
  • Keep the board’s work focused on governance issues, policy creation and setting strategic directions for the organization’s future in a transparent and ethical manner.
  • Keep the board focused on effectiveness in fulfilling the mission and programs, and creating an organization that is best-in-class.
  • As a fiduciary, ensure that the organization is diversely funded, approve the annual budget and monitor fiscal affairs, conduct an audit annually, have fiscal controls in place, review IRS Form 990, and plan for the financial future of the corporation.
  • Ensure the board has policies in place regarding board and staff conflicts of interest, self-dealing and transparency.
  • Understand how the organization raises its funds and approve all of the fundraising practices and external contracts for fundraising.
  • Leave management matters to the organization’s CEO and help the board and staff continuously differentiate the roles of governance and management.
  • Be an advocate and ally for the CEO, assuming such support is merited. Participate in the hiring, nurturing and evaluation of the CEO.
  • Keep the board focused on the organization’s mission.


Source: Brian Foss, Governing Effective Nonprofits in the 21st Century. Reprinted with permission.

1/27/2017 12:00 AM

Use the following exercise from The Board Doctor to assess your board’s understanding of its role.

Use the following exercise to determine how clearly your board understands its role. Identify those areas where the board lacks either knowledge or information, and make plans to find them the training they need. Remember: An untrained board is a disaster (for the CEO) waiting to happen.


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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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