Ten Critical Questions About Nonprofit Governance and the CEO’s Role

I have a particular sensitivity to this question for several reasons. In addition to the fact that I spent a 42-year career in executive leadership positions having to work with either school boards or nonprofit boards of directors, I also spent many of those years serving on boards. These included as the board chairman of the organization I eventually led as its CEO, as the chairman of the board of a national association of 300 social ministry organizations, and as a member or chair of hospital, church, school, media ministry and civic organization boards of directors. In other words, I have over four decades of having been on BOTH sides of the board room table. In every case, I took my board responsibilities seriously, but it wasn’t until I became the CEO of a large nonprofit that I really came to appreciate the challenges facing CEOs with respect to their boards. 

What seems to underlie these requests, however, is a lack of clarity around “who’s the boss?” Is it the board or is it the CEO? While my glib answer is “Yes!” the answer is a bit more complex than that. I could also respond with “It depends,” but that, too, isn’t very helpful. It seems to me that exploring the CEO’s executive role with respect to the governance function would be of value to CEOs who are experiencing challenges with their boards of directors. A study of this role could also be of value to nonprofit boards as they seek to clarify their relationship and responsibilities to the CEO and as they communicate their expectations of the CEO in return.

I wish to make a distinction here between the executive function a CEO has with respect to the operations of the organization, and the executive function the CEO has with respect to the board of directors. The difference may be subtle, but it is an important one. Both roles inherently involve acting as a leader. The former could be thought of as “leading down,” while the latter is “leading up.” The chief executive officer is clearly “the boss” when it comes to running the organization, and the board is clearly the boss inasmuch as they hire, evaluate and fire the CEO. 

However, as a CEO, I often had to reflect on my “executive role” in relation to the governance function of the board. I had to consider those executive actions that both supported the board and at the same time drew support from the board. Too often, CEOs assume a passive posture toward their boards in the mistaken notion that because they are the hired employee of the board, they must accept whatever the board says they must do. While that is true in the sense that the nonprofit board’s primary responsibility is hiring the best chief executive for the job and ensuring the continuity of the organization’s mission, the leadership responsibility vested in the CEO must have a reciprocal effect on the board and how it functions. Some have described this as a partnership. I’d go so far as to say that the ideal represents co-leadership through reciprocal governance.

As you can imagine, how far influence is extended by the CEO and/or the board on the other is more art than science, depends on the level of trust between the two, and will vary as personalities and leadership styles change. Nevertheless, I am convinced that the challenges posed by the competing and complementary roles of CEOs and their boards can be effectively clarified for the benefit of the organization and all involved. 

To navigate the nonprofit governance minefield, I’d like to propose ten questions to CEOs for consideration. If asked and answered, I believe any nonprofit – regardless of size – can move toward more coherent and effective governance practice. Because I am framing these questions from the perspective of the chief executive officer, they are intended to stimulate thinking and acting from the executive role toward the board. I will be as practical as possible in terms of things the CEO can do to strengthen the board’s effectiveness, clarify roles and responsibilities, and improve executive effectiveness.

Here are the questions:

1. Why do I need a board?
2. What is it supposed to do?
3. Who’s on the board and how do they get there?
4. How should it be organized?
5. What’s my role around board meetings?
6. How can I get them to support the mission?
7. How can they help me raise money?
8. What’s their role in strategic planning?
9. How do I want them to hold me accountable?
10. How can I help them function more effectively?

As I did with the ten-part series on strategic planning, I will be posting my response to one of these questions each week. At the end of the series I will make available a downloadable e-booklet which compiles the articles into a single monograph. 

I will also be up front about what I am NOT going to do in this series. I am not going to propose or recommend any one style or model of governance. There are many resources available for organizations to consider using if they believe the governance model is in need of revision. I am also not going to propose specific lists of duties or responsibilities for boards or their CEOs. Again, many resources, some listed below, are available to help organizations write position descriptions. Finally, I am not going to tell anyone what they must do. Answers to the questions will vary from organization to organization. I learned a long time ago that leader effectiveness is most often context specific. What may work exceedingly well in one organization may not be successful in another. My hope, therefore, is that this series serves as a thought resource for nonprofit CEOs and their boards and serves to promote conversations that can lead to effective practice in their organizations. 

Resources

The Council of Nonprofits publishes many online resources, conducts governance workshops, and provides consultation to nonprofit organizations. https://www.councilofnonprofits.org/tools-resources/board-roles-and-responsibilities

BoardSource is the recognized authority on governance and board responsibilities and has a resource library of hundreds of books, monographs, reports and pamphlets. In addition, they provide a board development consultant practice supported by online assessment tools. https://boardsource.org/about-boardsource/

Tweeten, Byron. Transformational Boards. Jossey-Bass, San Francisco, 2001 (Byron was very well-known in Lutheran circles for his insightful consulting to nonprofit CEOs and their boards. His book is one-of-a-kind and frames the roles of CEOs and their boards for effective governance. 

While there are many bloggers expressing their opinions about leadership and governance, Joan Garry provides one of the most experienced voices. Grounded in a solid academic career, Joan has worked with innumerable nonprofit agencies to improve leadership and governance practice. She also writes a pithy blog that gets to the heart of the CEO/board tension. She can be found at:  https://www.joangarry.com.

Rick Stiffney is the retired CEO of Mennonite Health Services and is a well-known consultant to nonprofit boards of directors around governance. He authored many practical and down-to-earth short articles on boards and their CEOs. The archive can be found at: https://mhsalliance.wordpress.com/about/