Define Roles and Engage Board Members

I was told about a board where the ED worked very hard for months on a strategic planning document. The ED worked with staff and got input from community partners. Board members were not part of the process. When the ED brought the final plan to the board, they tore it apart. I share this story often. People join boards because they are passionate about the mission and want to add value to the organization. Organizations spend a lot of effort identifying board members with great skills such as finance, communications, marketing, and fund raising. And then there is this disconnect. The board members who are eager to share their skills are not asked to. They become frustrated board members, apathetic ambassadors, and reluctant donors.

I have explained to EDs and board chairs this way: Board members want to help. Not only is it part of their role to give strategic oversight and evaluate risk, but it is also fun and engaging. If you bring a plan, communication, or idea to the board early, then you get creative, positive input. You basically get free consulting from the bright minds you carefully chose to join your board. If you bring a plan that is fully completed, they still want to give feedback. But it will be negative. At that point, all board members can do is “shoot holes” in your plan.

Board members should set vision and mission, they should approve high-level policies, they should be part of long-term strategic planning, and they should evaluate risks and trade-offs. Board members should not make programmatic, daily operational, or human resource decisions. Still, some of the best EDs I have worked with frequently come to the board with programmatic ideas and HR issues. Why? Because it is to their benefit. They get buy in from a key stakeholder group, they get beneficial feedback, and they engage their most important ambassadors and donors. I have noticed that these EDs are also careful to remind board members that while they value their insights and experience, the final decision is the ED’s.

My experience is also that EDs should not be too open ended when they bring this type of question to their boards or they may end up with ideas that are off mission. I suggest developing a couple alternatives and providing pros and cons for each. This generates lively discussion, makes board members feel engaged, and provides good feedback for the ED.

In this story, a board member had a similar idea but focused more on the responsibility of the board.

Make the Most of Board Members Who Want to Add Value

By a Dedicated Board Member, Somewhere in the USA

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All boards struggle with “How do we add value?” and “What is the appropriate relationship and relative responsibilities of the board, the board chair, the executive committee, and the Executive Director?” The challenges of boards center around those questions. While there are horror stories, most boards are going along okay. What board members need to figure out is how to get really good.

I was on the board of a social service organization that was headquartered in the US but operates internationally in many countries. It had an engaged board with a strong ED. The ED would inform the board about new programs that the organization was starting up. But he always let us know after the fact, when they were a done deal. As board members, we were frustrated that we never had a chance to evaluate, ask questions, and to weigh the pros and cons and the opportunity cost of a new program because it was always presented so last minute. The ED would tell us that the opportunities came up quickly, “We have to do this now or we lose the opportunity.”

While I was on the board, it happened several times that a new program would come to us very suddenly and it was a done deal. There were discussions outside of the board meeting with some members asking others what they thought. A few on the executive committee starting to say, “This is not the way we should be doing this.” So, we discussed it at the executive committee first. Next, we held executive session with the whole board. We explained that we have a fiduciary duty to this organization and to our donors. We have an obligation to assess risk and evaluate the financial impact on the organization. It’s part of our due diligence. It is not us versus the ED. It is all of us partnering together and doing our jobs to make sure we are good financial stewards. There wasn’t a lot of disagreement.

Allow the ED to Be Nimble While the Board Looks at the Big Picture

We had a lot of discussion, back and forth. We wanted to work out how the ED could be nimble and respond to opportunities as they arose while the board could look at the longer picture and think about sustainability, opportunity cost, liability, risks. Any new program has risks. The ED said he did not have the information we wanted until further along. He was also adamant that it was his decision to launch these new programs and the board could only advise. We had to push back quite a bit. We talked about two things: One was about risk. We told him that by sharing this with the board early, having us buy-in early, you, as an ED, are also protecting yourself because you now have the board partnering with you in making this decision. The other was about trust. We explained that we would work with him. We understood that he would not have all the information and background when he brought it to us. We also stressed that we were going to defer to his expertise in evaluating the opportunity. The role we wanted was to partner with him in evaluating risk and examining the larger picture – both important to the long-term sustainability of the organization.

The ED got on board. It took a while. There was resistance. We were firm about it. But we were also able to show the ED that we understood that he had more expertise than we did and that we weren’t going to second guess his judgment. At the same time, we also needed to be assured that I’s had been dotted and Ts had been crossed in evaluating the new opportunity. Over a period of many months, we worked out a policy. We created a template. When the ED first became aware of an opportunity, he would write up about it. We had a planning committee work on this with him.

Lesson Learned: Define Roles and Bring Info the Board Early

A key lesson is the importance of defining the board’s role relative to ED’s role. Organizations should have policies around what issues come to the board for approval.  I know that some boards or board members do micromanage. So, it is incumbent on the board and particularly the board chair to ensure that there is understanding of where the board’s role starts and ends. Board training can help, and it is a great subject for a retreat. Get a good facilitator and ask: What is the role of the board? What is the role of the ED? What kind of decisions do we want the board to get involved with? I also think every new board chair should have a frank discussion with the ED about expectations – on both sides.

Another lesson is that the ED should bring things to the board early. The board and board chair need to make clear that they are not going to undermine or second guess the ED. But that they need to be informed about what’s happening to do their job. To make this work, it is particularly important for the board chair to have a good relationship with the ED.

Additional Resources.


So, let’s begin a conversation: How would you like to be engaged as a board member?



  1. bhazelti

    The conflict facing Board members is how critical they can be of the CEO before being removed from the Board. A primary role of a Board member is to give the organization credibility. To be useful in other ways, one should cultivate mid level doers within the organization.

  2. […] a board job description so board members know what is expected of them. It is important to define roles between board and […]

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