Nonprofit boards tend to follow one of five different approaches to
governance. Each approach emphasises different dimensions of the roles and
responsibilities of the board and each arises out of a different relationship
between board members and staff members. These in turn reflect differences in
the size, purpose, and history of the organization. I call these approaches the
Advisory Board Model, the Patron Model, the Co-operative
model, the Management Team Model, and the Policy Board
Model. I conclude with some questions to ask when
you are considering changing your board structure.
This model emphasizes the helping and supportive role of the Board and
frequently occurs where the CEO is the founder of the organization. The Board's
role is primarily that of helper/advisor to the CEO. Board members are recruited
for three main reasons: they are trusted as advisors by the CEO; they have a
professional skill that the organization needs but does not want to pay for;
they are likely to be helpful in establishing the credibility of the
organization for fundraising and public relations purposes.
Individual board members may be quite active in performing these functions
and consequently feel that they are making a valuable contribution to the
organization. Board meetings tend to be informal and task-focussed, with the
agenda developed by the CEO.
The Advisory Board model can work well for a short time in many organizations
but it exposes the board members to significant liability in that it fails to
provide the accountability mechanisms that are required of boards of directors.
By law, the board has the obligation to manage the affairs of the organization
and can be held accountable for certain actions of employees and committees. It
must therefore maintain a superior position to the CEO. Although the board is
permitted to delegate many of its responsibilities to staff or committees, it
cannot make itself subordinate to them.
Similar to the Advisory Board model, the board of directors in the Patron
Model has even less influence over the organization than an advisory board.
Composed of wealthy and influential individuals with a commitment to the mission
of the organization, the Patron Board serves primarily as a figurehead for fund
raising purposes. Such boards meet infrequently as their real work is done
outside board meetings. Writing cheques and getting their friends to write
cheques is their contribution to the organization.
Many organizations maintain a Patron Board in addition to their governing
boards. For capital campaigns and to establish credibility of a newly formed
organizations, Patron Boards can be especially helpful. They cannot be relied
upon, however, for governance tasks such as vision development, organizational
planning, or program monitoring.
For a number of different reasons, some organizations try to avoid
hierarchical structures. The decision-making structure in such organizations is
typically labelled "peer management" or "collective
management". In this model, all responsibility is shared and there is no
Chief Executive Officer. Decision-making is normally by consensus and no
individual has power over another. If the law did not require it, they would not
have a board of directors at all. In order to be incorporated, however, there
must be a board of directors and officers. The organization therefore strives to
fit the board of directors into its organizational philosophy by creating a
single managing/governing body composed of official board members, staff
members, volunteers, and sometimes clients.
Seen by its advocates as the most democratic style of management, it is also,
perhaps, the most difficult of all models to maintain, requiring among other
things, a shared sense of purpose, an exceptional level of commitment by all
group members, a willingness to accept personal responsibility for the work of
others, and an ability to compromise. When working well, the organization
benefits from the direct involvement of front-line workers in decision-making
and the synergy and camaraderie created by the interaction of board and staff.
I have noted two areas of concern with this model. The first is that although
the ability to compromise is an essential element in the successful functioning
of this model, cooperatives often arise out of a strong ideological or
philosophical commitment that can be inimical to compromise. The second concern
is the difficulty of implementing effective accountability structures. At the
time of implementing this model, there may be a high motivation level in the
organization which obviates the need for accountability mechanisms. But, as
personnel changes take place, the sense of personal commitment to the group as a
whole may be lost. In the collective model, there is no effective way to ensure
that accountability for individual actions is maintained.
For many years, most nonprofit organizations have been run by boards which
operate according to the model of a Management Team, organizing their committees
and activities along functional lines. In larger organizations, the structure of
the board and its committees usually mirrors the structure of the organization's
administration. Just as there are staff responsible for human resources,
fund-raising, finance, planning, and programs, the board creates committees with
responsibility for these areas.
Where there is no paid staff, the board's committee structure becomes the
organization's administrative structure and the board members are also the
managers and delivers of programs and services. Individually or in committees,
board members take on all governance, management and operational tasks including
strategic planning, bookkeeping, fund-raising, newsletter, and program planning
The widespread adoption of the Management Team model, arises out its
correspondence with modern ideas about team management and democratic structures
in the workplace. It also fits well with the widely held view of nonprofits as
volunteer-driven or at least nonprofessional organizations. This model fits well
with the experience of many people as volunteers in community groups like
service clubs, Home and School groups, scouts and guides, and hobby groups. It
also mirrors the processes involved in the creation of a new organization or
service. It is no wonder then, that most prescriptive books and articles written
between 1970 and 1990 (and many written more recently) define this model as the
Boards which operate under the Management Team model are characterized by a
high degree of involvement in the operational and administrative activities of
the organization. In organizations with professional management this normally
takes the form of highly directive supervision of the CEO and staff at all
levels of the organization. Structurally, there may be many committees and
subcommittees. Decision-making extends to fine details about programs, services,
and administrative practices. When working well, two criteria tend to be used in
the selection of members: their knowledge and experience in a specific field,
such as business or accounting; or because they are members of a special
interest group or sector that the board considers to be stakeholders.
While this model works well for all-volunteer organizations, it has proven to
be less suited to organizations that already have professional management and
full-time employees. Indeed, the deficiencies of this model have led to the
current thinking in the field which differentiates "governance" (the
practices of boards of directors) from "management" (the practices of
employees) and the deluge of research, articles, and manuals on this topic.
The most important shortcoming is that all too frequently, it degenerates
into what I call the Micro-management Team Model in which board members refuse
to delegate authority, believing that their role requires them to make all
operational decisions, leaving only the implementation to paid staff. The result
is invariably a lack of consistency in decisions, dissatisfied board members,
resentful staff and a dangerous lack of attention to planning and accountability
As noted above, the need to differentiate the board's role from the manager's
role arose from the failure of many organizations to maintain proper
accountability at the highest levels and the dissatisfaction of many board
members over the their inability to comply with the expectations of their role.
They began to ask why, when they were such competent and accomplished
individuals, they felt so ineffective and frustrated as board members. This led
to an examination of the role of the board, the relationship between the board
and the CEO, and the relationship between the board and the community.
The originator and most influential proponent of the Policy Board Model is
John Carver, whose book, Boards that Make a Difference, has had a great effect
on thousands of nonprofit organizations. All Policy Board Models share the view
that the job of the board is: to establish the guiding principles and policies
for the organization; to delegate responsibility and authority to those who are
responsible for enacting the principles and policies; to monitor compliance with
those guiding principles and policies; to ensure that staff, and board alike are
held accountable for their performance.
Where the models diverge is the way these jobs are done and the extent to
which strategic planning and fundraising as are seen as board jobs.
Boards operating under the Policy Board Model are characterized by a high
level of trust and confidence in the CEO. There are relatively few standing
committees, resulting in more meetings of the full board. Board development is
given a high priority in order to ensure that new members are able to function
effectively, and recruitment is an ongoing process. Members are recruited for
their demonstrated commitment to the values and mission of the organization.
There are a number of reasons for considering a change in your governance
- board members are dissatisfied with their roles or the way the board
- your organization is experiencing problems that can be traced back to
inadequacies in board structure or process;
- your organization is entering a new phase in its life-cycle;
- the CEO has left or is leaving;
- there has been a major turnover of board members;
- there is a crisis of confidence in the board or the CEO.
The descriptions above, of the various governance models, will give you an
idea of the strengths and weaknesses of each model, but the difficulty in making
the transition cannot be overstated. Changing models is like changing
lifestyles. You must abandon well-established ideas and patterns of behaviour,
replacing them with new ideas, roles, and activities that will seem confusing
and unfamiliar. This type of change takes a considerable amount of time, energy,
and other resources to accomplish. The answers to the following questions will
help you to determine how badly you need to change your governance model and
whether your board and organization have the necessary commitment and resources
to accomplish it successfully. Take your time with each question, ensuring that
each board member answers each question.
- Do we have a clear understanding and agreement on the purpose of our
organization? Is it written down?
- What are the basic values which guide our organization and our board? Are
they written down?
- How do we know whether the good our organization does is worth what it
costs to operate it?
- What financial resources do we have and can we reasonably count on for the
next few years?
- To what extent are board members expected to contribute money and labour
to fundraising efforts?
- Do we believe that the organization should be run as a cooperative or
collective - with staff participating along with board members in the
governing of the organization?
- How much time is each board member willing to give to the organization in
the next year (or until the end of their term)
- How much trust does the board have in the ability of the CEO to ensure
that the organization operates in an effective and ethical manner?
- What are our expectations about attendance at board and committee
- What is the attendance record of each board member?
- How do we hold board members accountable?
- What is the record of each board member and committee with respect to
meetings and results?
- How useful has each committee proven to be?
- To what extent do committees duplicate staff jobs? How satisfied are our
members with the current board performance?
- Who thinks we should change our governance model?
- How much time and money are we willing to devote to increasing our own
knowledge and skills to improve our performance as board members?
- How does our board deal with differences of opinion?
- How do members deal with decisions when we disagree?
- To what extent is it necessary for us (board members) to be involved in
the delivery of programs and services, marketing, public speaking, etc.
- Who attends our Annual General Meeting? Why do they come?
- As board members, to whom do we wish to be accountable?
- How effective is our current recruitment method in getting excellent board
Take some time to consider these questions. The answers will tell you the
degree of difficulty you will have in changing to a new governance model and
where the problems lie. For additional information and for training and
consulting services related to governance models, contact: Nathan Garber &
Associates email: nathan@GarberConsulting.com
© 1997, Nathan Garber. Permission is hereby granted to reprint this article
in part or in total provided that the author is acknowledged.