Wednesday, October 19, 2022

Throughout my 32 year career as an Executive Director, Development Director and funder, I have heard horror stories about dysfunctional boards and dysfunctional CEO/Board relationships. However, that dysfunction is a product of the evolving nonprofit sector. We have spent many years building programs to educate nonprofit managers/administrators and no time building the capacity of our volunteers to govern.  CEO’s are becoming more competent leaders/managers and boards are not growing in competence at the same pace. Governance work is episodic and sometimes unsatisfying. Who really likes to slog through rewriting by-laws? Management work is rewarding and we are able to solve problems using the skill sets we have developed. Even when we get “good” board members, it is easy for them to slide into using their management skills because the governance muscles have not been trained.  


Governance work is some of the most difficult and vital work in a nonprofit organization. Good governance is about values, and explicitly codifying what is oftentimes implied for an organization. Values discussions are difficult for a group, because we all have a different personal set of values that guide our own thinking and behaviors. It is even more complicated in a nonprofit organization when a Board needs to act with one voice, and not as individual members, in delegating the authority to run the organization to a CEO/Executive Director. 


Early in my career, I was fortunate enough to study with John and Miriam Carver. John Carver wrote the seminal book on the Governance Policy Process. It provides a great framework for the discussion of organizational values. There are four overarching categories for board governance policies. 


1. End Policies. These are the organizational results. They specify who benefits and they guide the organization in the world. They provide concrete measures of success that are monitored by the board.

2. Board-Staff Linkages. These policies delegate authority to the CEO and monitor their performance. It specifies the relationship between governance and management. 

3. Governance Process Policies. These are the rules of the board, starting with the organizational by-laws. These policies also include processes for governance self-evaluation, and how the board relates with outside interests. 

4. Executive Limitations. These guide the methods used by the CEO in achieving the ENDS. They are expressed in the negative and act as constraints on the executives authority.

We use this framework when working with organizations and if you would like to learn more just contact us.