Nonprofit Board Member Responsibilities

The real challenge for directors of nonprofit boards isn’t regulatory compliance—it’s high performance. Most who serve on a nonprofit board have a passion for the organization’s mission, and they show up filled with good intentions. Too often, however, they don’t have clearly defined responsibilities, or directors disagree with management about what those responsibilities should be, or someone defined these duties long ago, and they no longer seem relevant. Now, more than ever, directors are taking their responsibilities seriously, speaking up, and striving for results; but in many cases, the evolving relationship between the organization’s management and the board has not found the right symmetry. Finding it will depend on everyone systematically examining how board members can have both high impact and high involvement.

Nonprofit Board Performance

The key to better board performance lies in the working relationships between directors and executives, in the dynamics of board interaction, and in the competence, integrity, and constructive involvement of individual members. Most people understand what boards should be: sources of challenge and inquiry that add value without meddling—champions of the organization that make CEOs more effective but not all-powerful. The high-performance board, like any high-performance team, is competent, coordinated, cohesive, and focused. Such entities do not simply evolve, however. An exacting blueprint—a plan for both high impact and high involvement must guide their construction.

Nonprofit Board Responsibilities

This model addresses how directors and executives need to view nonprofit directors’ involvement and their role in overall effectiveness. Sometimes boards can enjoy effectiveness, even with low involvement. Boards that have their fingers in when they shouldn’t will be only minimally more effective than boards that stay out of everything. The key lies in the appropriateness of involvement.

When the involvement is inappropriately low, effectiveness will be low, too. Organizations in the Passive Board quadrant experience minimal board participation in decision-making. These directors also have limited accountability among themselves and find their primary duty to be ratifying the CEO’s decisions.

Passive boards meet at scheduled times but seldom schedule anything outside of those meetings. They overlook or ignore opportunities to meet with internal and external auditors, general counsel, or key managers. They don’t seek active participation in strategy formulation or attend to the leadership pipeline. Members fail to make themselves available to the executives in the company, so the experience and expertise of the directors languishes

Boards operating in the Laissez-faire quadrant manage to enjoy some effectiveness because they have learned to be involved on critical issues. For instance, they may devote time and attention to strategy formulation but then leave implementation to the company’s executives. Directors oversee CEO succession planning but trust most of the rest of the leadership pipeline to management. If the company has hired strong executives, directors don’t need much more engagement than the Laissez-faire Board offers.

Directors on these kinds of boards maintain credibility with stakeholders because they know the difference between the important and the unimportant and show up for the important. The board certifies that the business is managed properly and that the CEO meets the board’s requirements. Many CEOs have come to appreciate and desire a Laissez-faire Board, even though it’s not the most effective of the four options.

The expression among many executives is that directors should be “Noses in, fingers out.” In other words, these executives want directors who know what goes on but who stay out of the day-to-day management of the company.

Fingers-In Boards can exist in any situation, but they tend to surface during crisis. The board becomes deeply involved in making key decisions about the company and holds frequent, intense meetings. They intrude inappropriately, compromising both morale and effectiveness. They bother people. Frequently the Fingers-In Board focuses on tactics, not strategy. They can waste an entire meeting discussing a new label or brand—something that even the VP of marketing wouldn’t ordinarily spend time on.

These kinds of directors have been known to bypass the CEO and give direction to employees. They want deep involvement with decisions. They convene frequently, often without a clear purpose in mind. They lack effectiveness, primarily because they squander their time and energy on the non-critical instead of zeroing in on the critical efforts they should be addressing.

Directors on Stellar Boards serve as the CEO’s partners. They provide insight, advice, and support on key decisions. They recognize their responsibilities for overseeing CEO and company performance. Board members conduct substantive discussions on key issues and actively define their roles and boundaries. They fill gaps in executives’ experience and expertise, so they serve as a constant source of advice and wisdom.

When Stellar Boards meet, their agendas limit presentation time and maximize discussion time. Directors and executives take advantage of informal interaction among directors. Board members are honest yet constructive. They stand ready to ask questions, challenge leadership, and oversee CEO and organizational performance. Directors tell executives what they need to know and hold them accountable for results. Board members also actively seek out other directors’ views and contributions. They prioritize well and spend appropriate time on important issues.

Top performance on nonprofit boards starts with strong leadership—persuasive management leadership and influential board leadership. Too often, however, directors assume the role of sponges who simply absorb that which management puts in front of them. One of the key responsibilities of each director involves asking questions and showing independent thinking. These questions should stimulate dialogue and guide the process of making the implicit explicit—of making knowledge pragmatic advice.

To do that, board members need to receive the agenda and related materials in time to review them prior to meetings. During the meeting, board members should request and encourage discussion, not presentations. Between scheduled meetings, management should keep directors informed of major changes and important issues.

The next major leadership duty is to move the discussion to decisions—not necessarily consensus. The discussion should uncover all kinds of differing points of view, but ultimately the board needs to ask, “How will management use these insights to make necessary changes?”
Active, compliant boards and executives no longer offer organizations enough. Companies need and demand stellar performance from both individual contributors and the board as a whole.

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