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Healthy Approaches to Board Governance

by Arts Midwest

The focus is on a group of people sitting at a long table in a session room, looking at the camera, and close up and out of focus there is a person gesturing and looking forward.
People participate in a professional development session at the 2019 Arts Midwest Conference.

Nonprofit boards are described as either working or governing, with members playing dual roles in shared leadership. This post will help you think about the roles your board plays, and how to optimize your board to be effective and helpful.


“I know how hard boards and board members work, and we owe a lot to the brilliant board members out there who are helping us make the world better every day,” says Vu Le of Nonprofit AF. “However, we need to admit that boards in general are seriously problematic.”

I have a Rule of One-Thirds when it comes to boards: 1/3 of them are helpful, 1/3 are useless, and 1/3 are actually harmful.

VU LE

The nature of a nonprofit’s board of directors varies according to the needs of the organization. Boards generally balance management roles that accomplish the organization’s work with governing roles that provide direction and oversight. William Ryan, writing in the Nonprofit Quarterly, distinguished these board roles as “rowing” and “steering.”

  • Management roles – a working board

    Board members fulfill responsibilities as individuals performing valuable operational work and representing the organization in the community. Typically, these board roles apply to organizations with a small budget and little or no paid staff.

  • Governance roles – a strategic board

    Board members fulfill responsibilities by acting as a collective body that ensures that the organization fulfills its mission and its legal and financial responsibilities.

When board members understand the tasks they have in each of these two roles, and build trusting relationships with the staff and leaders of the organization, the board is a helpful asset to the organization. Some of the more toxic environments can be caused by unclear or ineffective boundaries or a lack of definition around board and staff roles.

Understanding core governance responsibilities

In their governing functions, boards have three critical responsibilities.

Boards are entrusted with the ability to act on behalf of the organization. In its fiduciary role, a board acts as stewards of the organization’s resources, including its financial assets. Intangible assets such as the organization’s brand and reputation also fall under the watch of the board’s fiduciary responsibilities. This is a forward-looking role that protects the mission and purpose of the organization and ensures that the organization has adequate resources to perform its work by approving annual budgets.

Boards provide guidance and direction for the organization’s work. In its strategic roles, boards set boundaries and priorities for the organization’s operational staff, making decisions about undertaking new programs or discontinuing others. When board members transition to working management roles, those boundaries can become blurred. This is one reason why a clear delineation of responsibilities is important. This role is also forward-looking, focusing on long-term, big-picture concerns and setting the course for the organization’s work in an overall strategic plan.

The Board of Directors is the entity responsible for compliance with the organization’s legal requirements, including official governmental filings and reports. In its legal roles, the board is ultimately accountable for the organization’s policies and procedures and provides oversight of the organization’s executive director. This role is both forward-looking and backward-looking, establishing standards for future organizational behavior while accepting accountability for past organizational behavior.

Models of shared leadership

One healthy approach to board governance builds on these core governance responsibilities and accommodates the organization’s particular needs related to “rowing” and “steering” roles. However, effective shared leadership comes from open communication between the board members and staff leaders (in particular the Executive or Managing Director).


These models and approaches to board governance and shared leadership will inspire conversations about how to optimize your board to be most effective and helpful.

Best practices from a traditional perspective

A traditional approach to nonprofit governance, including practice pointers and recommendations for continuing education opportunities for board members.

Learn more

Experimenting with the board of the future

The idea that the board is responsible for almost all governance responsibilities is archaic, considering that the board often has the least amount of knowledge and connections to what is happening on the ground.

Learn more

Next-Generation Principles and Practices

Evolutionary Governance: A two-part treatise that outlines a new model of nonprofit leadership for uncertain times.

Learn more

Reflections for Nonprofit Trustees

The key questions every board member should ask are really quite simple. Here they are, along with thoughts on how you can utilize the answers to your advantage.

Learn more

Leadership in all-volunteer organizations

A booklet of classic advice and guidance for board members and leaders of working all-volunteer organizations, including service clubs, youth sports organizations, advocacy groups, and institutional fundraising initiatives.

Learn more

Equity in board recruitment

Diversity is complex, and making a few technical changes is not going to cut it. If you’ve been having trouble diversifying your board, staff, fundraising committee, conference planning team, or whatever, here are a few things to reflect on.

Learn more

Discussion Topics

After reviewing the articles above, come up with a list of discussion topics relevant to your organization’s needs, challenges, and strengths to strengthen the relationship between the board and staff. 

  • Here are a few examples to get you started:

    • How could the board foster a sense of shared accountability, so the burden doesn’t fall on the same few people?
    • How can you inspire and motivate your board to action and keep them motivated between meetings?
    • How could your board avoid micromanagement and encourage strategic thinking?
    • What can you do to ensure you are following inclusive practices and including an array of voices in your decision-making processes?

Try it for yourself

Are you feeling inspired? It’s time to try it out using our worksheet. For your convenience, the worksheet is available in two formats: PDF and Word Document.

PDF Word Document

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