Who does what?
Board and staff relationships
The board of a not-for-profit agency is the highest authority in the
organisation. In the last analysis, what the board says goes.
If the staff can't agree to implement board policy, it's the staff that
has to resign.
The board has to provide purpose, leadership and overall strategy, and
it has the responsibility of assuring the public that the organisation's
finances are sound, its operations are legal, and its procedures work.
On the other hand, it's generally the staff that has a deep
understanding of the day-to-day working of the organisation. They are
closest to the needs and opinions of the clients and supporters, they
know what kinds of fundraising initiatives have worked before, they feel
the heat when there are staffing pressures and they are on the front
line when the photocopier is too old to carry on for another day.
Governance and management
What the board does is known as governance; what the staff does is
management. The functions are separate and different but they should
operate as a partnership. If there is any confusion in an organisation
about roles and responsibilities, it can lead very quickly to conflict,
inefficiency, low morale and irritation. This happens surprisingly
Management has to be done by a manager, and no board member is likely
to have the time, the skills or the day-to-day know-how to be able to
out-perform the staff.
Similarly, boards are carefully chosen to provide the right mix of
expertise and "hands-off" guidance; staff members are usually far too
close to the organisation to provide the clear-headed objectivity
required for a governance role.
Every large community group will have a CEO* in charge of the
management and its board has a chair. As these two roles mirror each
other it is vital that the individuals in question are able to maintain
a good working relationship.
Similarly, the board as a whole and the organisation's staff must
strive to achieve an amicable and productive relationship – with both
parties committed to working for the good of the organisation.
Clarifying the roles
The following lists may be useful in helping board members clarify
where their responsibilities begin and end.
- Setting long-term goals
- Having the final say when determining yearly objectives
- Ensuring the mission of the organisation is adhered to
- Finalising budgets and allocating funds
- Approving any changes or additions outside the budget
- Taking responsibility for the company's financial records
- Evaluating programs, services, and products
- Evaluating board members and their performance
- Employing the organisation's CEO, setting his/her compensation
package and evaluating his/her performance
- Appointing new board members and evaluating the board's
- Taking ultimate responsibility for all legal matters
- Taking ultimate responsibility for compliance with regulatory
requirements (e.g. annual general meeting, annual returns, audit)
- Appointing auditors and approving the audit of the financial
- Managing committees
- Maintaining and building the organisation's public profile
- Providing information to the board, including recommendations for
- Supporting the board's planning function
- Determining community needs
- Operating programs and reporting on their successes and
- Evaluating performance
- Organising the organisation's events, fundraising activities,
etc. once approved by the board
- Managing volunteers and staff (other than the CEO)
- Implementing board decisions
- Conducting day-to-day financial operations
- Monitoring and managing daily operations
- Discussing ideas and forming long-term goals
- Planning organisational strategies
- Designing programs to achieve the group's mission
- Proposing fundraising ideas
- Ensuring risk management programs are implemented
- Ensuring that achievements are recognised and documented
- Promoting the organisation
When things go wrong
A successful relationship between board members and staff comes from:
- Suitable processes and procedures
- Clearly defined management roles
- Defined boundaries
- Clear limits to the authority of the staff
- A CEO whose performance is adequately monitored by the board.
Some friction is normal. The staff will always gripe about some of the
things the board does or says, and the board will always feel that there
are things that they would do differently if they were running things.
In moderation, this is neither unusual nor undesirable.
Regular managed discussions on issues with representation from both
sides can be very productive for an organisation. However, if there are
issues that aren't being resolved, the first thing to do is to invite
those involved to have a coffee together and see if they can work it
out. If the troubles go on, the problems are going a lot deeper and some
further steps will obviously need to be taken.
- Is there a clear vision and sense of purpose in the organisation?
If not, it should not be surprising if different parties start to pull
in opposite directions.
- Are the organisation's goals and values clearly stated in its
- Is there a long-term strategy to achieve the
- Has the board signed off on it?
- If you think your goals are clear and that everybody knows what
they are and agrees with them, then the problem lies in the
implementation of your strategies. Check your processes, procedures,
your materials and your management structures.
- What are the links between the staff, the CEO and the board?
Are there regular systems to have frequent and full reports presented at
board meetings, or do board members feel inadequately briefed on
activities while the staff feels resentful about the increased workload
involved in reporting?
- Is there a staff representative on the board? Is the CEO a
member, or at least permitted to attend the meetings?
- Does the board allow the staff to do their jobs? Staff members
should be able to use their expertise and experience to carry out board
decisions, without having to keep dashing back to the board to change
- Does the board allow the CEO to manage the staff? The board
should never undermine the authority of the CEO by instructing a staff
member. If the board trusts the CEO, all business should be conducted
through him/her; if this is not the case then they must take steps to
replace the CEO with someone they do trust.
- Do board members know, understand and support the division of
responsibility? If board members put up motions that wander too far into
operational territory, the chair should steer them back. If this
happens often, the board may have to set aside a session to go through
its proper roles and functions until all members are clear.
- Do staff members know, understand and support the division of
responsibility? The board must authorise all important policies and all
important changes in policy. These decisions, and the reasons for them,
must be documented and made available to the staff. While
recommendations for action may be made by staff, they should not run the
show; this means that the board should be given options where there are
options, not simply presented with a single decision to sign off on.
Effective functioning of a not-for-profit organisation requires the
commitment and perspectives of both the staff and the board. A
productive partnership will smooth the path to clear and solidly
grounded decisions that everybody can fall in behind.
* In this help sheet we use the term "CEO" (Chief Executive Officer)
but it is intended to apply to whatever name your group has for its head
person (coordinator, general manager, chief executive, etc.)