The REAL Job of Boards of Directors

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Cecilia Sepp, CAE, ACNP

Anyone who works in the profession of nonprofit management, especially in the area of membership associations, accepts the requirement that we are mandated by law to have a Board of Directors. According to the Google Search AI bot this is why it is mandated:

“The IRS requires nonprofits to have a board of directors to oversee their activities, and generally requires at least three board members. The board is responsible for: Governance, Fiduciary oversight, Strategic oversight, and Setting strategic direction. [emphasis added]”

The operative words in this discussion are Govern, Oversight, and Direct. Nowhere in this description does it state Handling Operations or Managing the Chief Staff Executive (CSE).

The Board is NOT the boss of the CSE, nor are they responsible for Operations. While they may take on the task of hiring and/or firing a CSE, it is because they are responsible for Oversight, which requires hiring the best qualified person at the time to lead and manage the organization. The Board has a duty to put the right person in place to support the longevity and success of the organization.

Then it is their job to OVERSEE the performance of the CSE – not manage or boss them around. Board members are not on the board because they know how to run a nonprofit. They are on the board because they bring expertise from the profession or industry, have a hard skill like financial acumen, or they “make it rain” by using their network to encourage donations and contributions.

And yet, while we in the profession of nonprofit management accept the reality of the board requirement, we continue to promote the “conventional wisdom” about the role of the Board – or as Jeff De Cagna calls them “orthodoxies” – that the Board is “the boss,” that Boards should be involved in the smallest of tactical decisions (because we don’t want to make them angry!), and that the CSE reports to the Board. [For clarity’s sake, these three examples are the ones I picked and are not necessarily ones shared by Jeff.]

I will go further and state this: The CSE does not report to the Board. The Board reports to the constituency they represent. The CSE is there to help build and support this relationship and to protect the organization. Sometimes the CSE needs to protect the organization from the Board.

The CSE and the Board are partners and should work together to ensure the organization’s mission is fulfilled. If the CSE does not perform their part of the work, that is when the Board should step in and make a change in leadership. The fact that this does not work this way in many nonprofit organizations is a testament to our failure as a profession to promote this partnership, to educate Board members, and to build a strong foundation for the continuation of our profession.

Outdated hierarchies, individual rewards for Board members – which often tread too close to self-dealing, “it’s my turn” attitudes among volunteer leaders, biases against consultants and corporate partners because “the members don’t want to be sold to” but want the money this segment infuses, the belief that staff are not professionals but instead are “worker bees,” and decisions being made by those who cling to the organization’s “once-glorious past” that never actually existed are the landmines that continue to stop our progress.  

What Boards really need is focus and clear purpose, and I don’t believe we are always delivering that in the current environment. The longer this system is in place and perpetuated, the weaker the nonprofit community becomes. The performance of Boards is directly tied to the survival of nonprofit organizations.

Not only do our Board members deserve better, but the communities they represent deserve better too. We still have time to right the ship but that requires letting go of old thinking, promoting the actual role of Boards, and laying the groundwork for a future that still includes nonprofit organizations.

Our existence is precarious and is not guaranteed. Time is of the essence – will we rise to the challenge of preserving the nonprofit future? Or will we let the landmines we have planted continue to impede our progress? We need to find the courage to implement real change and the common sense to stop promoting “the conventional wisdom” with affirmations and cliches.

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The Tao of Ethics