In the last post, I made a simple observation: the nonprofit sector has spent decades building staff capacity and almost nothing building board capacity. The result is a widening competence gap and a sector that mostly manages around it rather than addressing it directly.
Today I want to go after the tool we keep reaching for when we do try to address it. Because the problem isn’t just that we haven’t invested enough. It’s that the investment we have made is built on a flawed foundation.
The standard fix for board dysfunction is the list.
Ten roles and responsibilities. Sometimes eight. Sometimes twelve. Formatted neatly, printed at orientation, laminated if you’re feeling ambitious. Hire well, recruit strategically, give people the list, and trust that everyone will play their position.
I have seen this approach deployed in hundreds of organizations. I have even used it, and I have watched it fail; not always immediately, and not always visibly, but reliably because it misunderstands what the problem actually is.
Here is the distinction that matters: a list of roles tells board members what to do. A governance architecture tells them how the whole system works and where they fit within it. These are fundamentally different things. One is a job description. The other is a governing logic.
A job description assumes you already understand the system you’re operating in. A governing logic builds that understanding. And for most board members, that understanding was never built.
The roles and responsibilities model fails in three specific ways.
First, it assumes a shared implicit understanding of where governance ends and management begins. That assumption is almost always wrong. Every board member who walks into a governance conversation brings their own mental model of the line that is shaped by professional experience, past board service, organizational culture, and whatever the previous ED happened to tolerate. Those models rarely match. When they collide, you get conflict. When they don’t collide openly, you get quiet dysfunction that nobody names because everyone assumes they’re on the same page.
Second, when ambiguity arises, and it always does, board members with a list of roles have no principled framework for reasoning through it. Should the board weigh in on a personnel decision? Approve a new program model? Review a major vendor contract? The roles list doesn’t tell you. So you argue. Or defer. Or let the executive director decide by default. Any of those might be the right outcome, but you’ve arrived at it by accident rather than by design.
Third, and most importantly: the model is personality-dependent rather than structure-dependent. It holds when the right people are in the room and relationships are strong. When the board chair and ED trust each other deeply and have overlapping intuitions about boundaries, things work. The framework doesn’t hold, but the relationship does.
This matters enormously. Because turnover is not exceptional in the nonprofit sector. It is the norm. And the moment there is leadership transition, organizational stress, or real conflict, the implicit understanding that seemed to hold evaporates. You discover there was never a shared framework underneath it. There were just people who happened to agree.
The central failure of the roles and responsibilities model is this: it works until it doesn’t, and it gives you nothing to stand on when it stops working.
I want to be fair. The model is not wrong about what boards should be doing. Boards should be setting direction, ensuring financial health, hiring and evaluating the executive director, building community relationships. That’s not the problem.
The problem is that naming what boards should do is not the same as giving them the tools to do it. It is the difference between handing someone a map and teaching them to navigate. The map is necessary. It is not sufficient.
What boards actually need is not a better list. They need a structure — explicit, written, principled — that makes the governance logic visible and durable. A framework that holds not because of who is in the room, but because it lives in policy. A framework that, when ambiguity arises, gives board members something real to reason from.
That framework exists. It was developed more than four decades ago. And most of the nonprofit sector is still not using it.
That’s what the next post is about.
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Stan Holt, PhD is co-owner and senior advisor at Partners for Impact, LLC. He has served as an executive director, board chair, funder, and governance consultant for more than 35 years.