Tuesday, January 24, 2023

This is the fourth installment of a series on Board Governance.


According to the good ole Mirriam-Webster Dictionary, delegate means “to entrust to another.” As we continue this discussion of Board Governance, one of the key components of the Policy Governance model is for the Board to delegate the authority to the Chief Executive Officer to ensure the success of the organization.

But wait, isn’t the Board responsible for ensuring the agency achieves its goals? Yes, and that is done by delegating those responsibilities to the CEO. The trick is that you also have to give the “authority” and, quite frankly, the resources, to the CEO in order to complete those responsibilities. Unfortunately, that is where many nonprofit boards fall short. I’ve seen the dance (and it is not graceful) of the Board giving and taking responsibility away from the CEO based on the personal priorities of individual board members. Not only does the CEO become dizzy with multiple dance partners with differing priorities, but they may realize that the board is not trusting them to complete these responsibilities.  


So let me give you an example of how authority might be delegated. I did a Board Governance training for a colleague of mine and there were two approaches she could have used. 

Approach 1. Jes says, “Stan, I need you to do a Board Governance training.” 


Approach 2. Jes says,”I need you to share information about governance and I want you to define it, make sure you have examples, ensure that it is grounded in research, be funny and engaging, and present the Carver Model of governance. Oh, and be sure that you cover the legal responsibilities of the Board, too.”


Who has the authority to carry out the task in these examples? If you said, Stan in Approach 1 and Jes in Approach 2, you would be correct. In Approach 2, Jes is telling me not only what she wants done, but how to do it. So, why does Jes need me as an expert to train this group if she already knows what and how it needs to be done? 


Imagine being a CEO and hearing not one, but three different ways in which you need to meet your responsibilities. It undermines the CEO’s authority to achieve those responsibilities and calls into question their experience, expertise and role in the day-to-day operations of the organization.

This is where boundaries become important.


Now, Jes knows me and she knows her audience, and she is worried about one thing. So Jes says, “Stan, I need you to do a Board Governance training. You can do anything you want, just don’t drop the f-bomb.” 


What has she done? She has trusted me to deliver on something and created a boundary within which she wants me to operate. This is the key to a functional board/CEO relationship. Delegating the authority to achieve the organization’s goals and creating boundaries that provide parameters for the CEO enables the board to feel good about delegating authority. This is done through a combination of governance policies that both delegates the authority to the CEO and creates Executive Limitations. 


At Partners for Impact, we are working with Boards to build these Governance Policies. We enable the Board to delegate the authority to the CEO to accomplish organizational goals in ways that support a positive relationship between the Board and CEO. We work in partnership with the Board to identify the key outcomes. Once that is done we help them explicitly delegate the authority and create the boundaries they need to feel comfortable that the organization is being accountable to the Board and the public.