Board vs. Executive Director Responsibilities: Who Does What in a Nonprofit?

I remember preparing to lead my first board meeting as an executive director.  I knew the agenda.  I had done my homework.  I was intimidated.  I don't intimidate easily.  However, it was my lack of understanding that really had me frightened. 

What was my role once everyone sat down?  Was I supposed to lead the conversation or wait for direction?  How much did the board do, and how much was up to me?

Those questions followed me out of the meeting room.  They showed up in everyday decisions, too.  Who sets priorities?  Who handles a staff issue?  When should I make a decision, and when should I bring it to the board?

In a nonprofit, the board is responsible for governance and oversight, while the executive director leads day-to-day operations.  Some responsibilities, including setting direction and maintaining a strong working relationship, require both.  That sounds clear on paper. In a busy organization, the lines can feel much less clear.

Many people step into an executive director or CEO role with little onboarding.  They inherit years of files, meeting notes, policies and unwritten habits, then have to piece together how the organization works.  Board members may be doing the same thing.  When roles have been blurry for years, it can be hard to tell the difference between a responsibility and “the way we’ve always done it.”

How do you know whether a decision belongs to the board or executive director?

Start by asking what kind of decision it is.  Is the board setting direction and providing oversight?  Is the executive director managing the work needed to carry out that direction?  Or is this a decision that needs conversation between them?

For example, the board may approve the organization’s priorities, while the executive director determines how staff will carry out the work.  The board evaluates the executive director, while the executive director supervises staff.  Both need to understand the organization’s financial health, even though their roles in managing and overseeing finances differ.

The answer will not always fit neatly into one box.  Your bylaws and policies matter, and so does an honest conversation about expectations.

Start with a conversation. Then put expectations in writing.

I created the Who Does What? Board and Staff Quiz to help executive directors and board members think through common decisions.  Take it on your own, or ask your board to take it before your next meeting.  Talk about any answers that surprised you.  That conversation may be more valuable than the score.

Once you have that conversation, creating clear expectations is a great next step.  A written Statement of Expectations gives board members something they can refer to when questions arise. It also gives new members a clearer starting point than a stack of old meeting minutes.

I created a Statement of Expectations digital download to help boards put those expectations into words and adapt them for their organization.  Use the quiz to spot where roles may be unclear, then use the statement to make your expectations clear to the people currently serving or hoping to join the board.

I wish I’d had both of those starting points before my first board meeting.  If you’re new to the role, or your board and staff have been stepping on each other’s toes,  I hope they help you find yours.