Who’s in Charge Here?Role of the Board of Directors vs.

Role of the Executive Director

About the PresenterJulie Melton, CFRE

15 years experience in the nonprofit sector

Director of Gift Administration with the University of Illinois Foundation

Bachelors Degree from Indiana University

Masters in Nonprofit Administration from North Park University

Certificates in Nonprofit Management, Board Governance & Organizational Development from North Park University

Certified Fundraising Executive (CFRE)

Serves as Adjunct Faculty for North Park University

Let’s Get to Know Each Other!

Break into groups of 3-4 people (the more people, the harder it is!)

Take 2 minutes to find 5 distinctive things that you have in common. 3 of these things cannot be work related or obvious (i.e. all are women).

Some examples are: Born in the same state Parent to all girls All drive the same car

Once your group is finished, delegate one individual from your group to share with everyone.

The relationship between Executive Director and board requires a strong

sense of balance, a high degree of trust, a willingness to follow as well as to lead, the ability to communicate clearly and temper

concentration on their own movements with awareness of their surroundings.”

- Maureen Robinson

Characteristics of a Strong Board/Executive Director Partnership

Strong partnerships of any nature, from personal partnerships to professional ones, are recognized as having nine characteristics.

Balance Mutual respect: Mutual trust Clear understanding of roles and responsibilities Accountability Shared ownership, which implies shared goals Shared leadership Open communication: Appreciation

“Exceptional boards add significant value to their organizations, making a

discernible difference in advancing their mission. Exceptional boards make

governance intentional and not incidental” (BoardSource, 2010, p. 23).

Shared Commitments of theBoard Chair/Executive DirectorIn a 2005 survey, the most successful Executive Director – Board Chair relationships are built on a partnership and a base of shared objectives, or commitments.

Commitment 1: Keep everyone focused on the organization’s mission.

Commitment 2: Clearly define and respect each other’s roles.

Commitment 3: Avoid territorial behavior of the board or staff.

Commitment 4: Add ‘innovative’ value on the impact to the relationship.

Shared Commitments of theBoard Chair/Executive Director Commitment 5: Help to make the board stronger

through learning and resources.

Commitment 6: Develop a positive dynamic between staff and the board.

Commitment 7: Make communication a priority.

Commitment 8: Maintain a united front on all important issues.

Commitment 9: Protect and support one another, especially through transition.

Commitment 10: Keep passions and emotions in check.

Roles & Responsibilities

The Board and staff have different but complimentary functions.

An open, trusting cooperative relationship can be most easily maintained when Board members and staff operate within the scope of their own responsibilities — the staff in the day-to-day management and the Board in its policy and planning role.

It is this overlap that provides continuity, consistency and quite often conflict.

Accountability

Board Chair Responsibilities: To the public To funding sources

Executive Director Responsibilities: To the board To the public To the profession

Delegation

Board Chair Responsibilities: Grants authority and responsibility to officers or

Executive Director in accordance with the organization’s by-laws

Executive Director Responsibilities: Delegates authority and responsibility to staff with

guidelines established by the Board

Policy & Planning

Board Chair Responsibilities: Facilitates board’s involvement in approving guiding

principles, policies, strategic plan and mission

Executive Director Responsibilities: Carries out mission; implements strategic plan;

provides administrative support for boards policymaking

Shared Responsibilities: Creates policies and guidelines, develop mission and

vision statement; outline values

Budget & Finances

Board Chair Responsibilities: Guides Board in approving and overseeing the budget;

oversees outside audits; ensures that the board holds ultimate responsibility for integrity of organization’s finances

Executive Director Responsibilities: Proposes budget to the board; manages programs

according to board-adopted financial policies and budget guidelines

Board Meetings

Board Chair Responsibilities: Leads and facilitates board meetings Encourage board members to read and review

materials in advance of the meeting.

Executive Director Responsibilities: Ensures that board members have meeting materials

and needed information; attends meetings, except specific executive sessions.

Shared Responsibilities: Develop meeting agenda

Committee Work

Board Chair Responsibilities: Structures overall committee system; is ex-officio

member of all committees

Executive Director Responsibilities: Sits in on appropriate committee meetings; ensures

that committee members have staff support and needed materials/information

Shared Responsibilities: Review committee structure and individual committee

to ensure alignment with mission and strategic goals

Board Development

Board Chair Responsibilities: Leads development of strong board; sets goals and

expectations for the board; cultivates leadership in individual board members; makes board development a priority

Executive Director Responsibilities: Shares appropriate information to keep board

informed and educated

Shared Responsibilities: Keep all board members engaged in the work of the

organization

Board Recruitment and Orientation

Board Chair Responsibilities: Works with governance committee to identify and

recruit new board members

Executive Director Responsibilities: Assists in identifying and cultivating new board

members; works with governance committee to structure board orientation

Shared Responsibilities: Identify skills, expertise, and attributes need for the

board (Board Matrix)

Board Assessment

Board Chair Responsibilities: Ensures regular opportunities for board self-

assessment; oversees comprehensive assessment on a regular basis.

Executive Director Responsibilities: Assists in the development of board assessment

process

Shared Responsibilities: Assess results and consider improvements in

collaboration with governance committee

Staff Oversight, Compensation & Evaluation

Board Chair Responsibilities: Oversees hiring, compensation, and evaluation of

Executive Director; ensures Executive Director succession plan exists

Encourage professional staff development

Executive Director Responsibilities: Careful selection of administrative and professional

staff; responsible for orienting staff Oversees and evaluates all staff; sets staff salaries

within budget constraints

Fundraising & Development

Board Chair Responsibilities: Solicits contributions from board members to ensure

100% board giving; actively engages in fundraising activities by asking and attending

Executive Director Responsibilities: Coordinates overall fundraising effort; identifies

potential donor; ensure staff support for fundraising

Shared Responsibilities: Solicits contributions from outside donors; sets the

case for – and amount of – a capital campaign based n strategic objectives

Public Relations & Communications

Board Chair Responsibilities: Promotes the work of the organization and encourages

board members to do so; speaks for the board when controversy or crisis arises

Executive Director Responsibilities: Official spokesperson for the organization; coordinates

public relations and communications

Shared Responsibilities: With board and staff, develop message that conveys

the organization’s mission effectively and can be used consistently by board and staff

Advocacy

Board Chair Responsibilities: Promotes and support legislation to improve services,

programs and funding; determines appropriate levels of advocacy with legislative bodies and implements activities

Executive Director Responsibilities: Implements advocacy strategies; provides information

to the Board on upcoming legislation affecting the organization

“The board chair-CEO relationship is

like a pair of chopsticks. One is much more effective with the

support of the other.”

Sample Communication and Accountability Pact between Board

Chair & ED

The Executive Director will:

Share both good news and bad news immediately Provide time for weekly telephone and monthly in-

person updates Alert the Board Chair to any information or issue that

could cause risk for the organization.

Sample Communication and Accountability Pact between Board

Chair & ED

The Board Chair will:

Make time to develop the agenda of each board meeting with the in collaboration with the Executive Director

Provide honest feedback to the Executive Director in regard to the purview of his or her responsibilities and performance.

Be timely and responsive to requests from the Executive Director, recognizing that in some instances, it is not appropriate for the ED to act without guidance of the governing body.

Activity

Referring to the Roles & Responsibilities of the Board Chair and Executive Director,

develop a Communication & Accountability Pact

for your organization.

10 minutes

What Can Derail the Relationship?

A board that engages in micro-managing instead of concentrating on the ‘big picture’

An Executive Director who obsessively controls the agenda and information flow to the board and as a result, frustrates the board members’ efforts to set policy and plans

A board that has an unreasonable set of expectations for the Executive Director and then provides little in the way of guidance and support

A board that is unable to articulate a unified vision for the organization

A lack of enthusiasm on the part of the board

Tips for dealing with Board Members not fulfilling their responsibilities

First, anticipate trouble and plan accordingly for situations related to:

The inability or failure of board members to perform as required or requested

Unacceptable conduct

Tips for dealing with Board Members not fulfilling their responsibilities

Next, consider action that will be taken if board members are not fulfilling their responsibilities to the organization. Examples include:

Timely follow-up concerning minimum commitments Board "interventions" to stop bad behavior before it

escalates Create job descriptions for board positions Enforce Term Limits Process for Disclosure and formal action.

Tips for dealing with Board Members not fulfilling their responsibilities

Be aware that for best results and long-term job security, the Executive Director should not directly address individuals who exhibit these behaviors. Difficult communication is best received from peers — the volunteer Board of Directors.

Your board chair or other officers, with behind-the-scenes coaching from the Executive Director, should directly intervene in the manner recommended.

Activity

In small groups, discuss an experience that you have had dealing with a Board

Member not fulfilling their responsibilities.

How was the situation handled? What would you have done differently?

Groups will be asked to share if time allows.

Questions?

Resources BoardSource. (2010). The Handbook of Nonprofit

Governance. Jossey-Bass, San Francisco.

Naufal, Michael. (2005). The CEO-Chair Relationship: Ten Commitments for a Better Partnership. Ray & Berndtson. (pp. 5-13).

http://nonprofit.adelphi.edu/resources/tools-for-executive-directors-and-boards-of-directors/

http://www.ccleague.org/files/public/DiffRoles-Jobs00.pdf

http://www.afpnet.org/files/ContentDocuments/5%20Building%20an%20Effective%20Board%20of%20Directors-1.pdf (Refer to the Evaluations)

http://blog.grdodge.org/2012/04/23/balancing-act-the-board-and-executive-director-relationship/

http://www.asaecenter.org/Resources/EUArticle.cfm?ItemNumber=11515