Who’s in Charge Here?
Role of the Board of Directors vs.
Role of the Executive Director
About the Presenter
Julie 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 the
Board Chair/Executive Director
In 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 the
Board 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 dayto-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%2
0Effective%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