Insights into governing a nonprofit board

One often hears criticisms of nonprofit boards, which usually don’t take into account the many hats board members are expected to wear and all the good work that they do as volunteers. Seasoned nonprofit board leader Jacqueline Rixen shares her insights into governing a nonprofit board.

Learning from experience

Nonprofit Board leaders take on a multitude of roles – governance, fundraising, people management, strategic planning, event organization, and more. All this as volunteers and most with busy ‘other’ lives. I’d like to share my insights into governing a nonprofit board.

Being a member of nonprofit boards has been part of my personal and professional life for as long as I can remember — I’ve had the honor of being the president of a few boards, and I’ve also represented many nonprofit organizations or boards as their attorney.  Here are a few musings based on my experiences.

The keys to a successful board appear to be clarity on roles and expectations; consistency, and good communication. It is not uncommon for the organization to focus on what they can get from the board members, without making it a two-way street. Recognition and follow-up also seem to make a significant difference.

No one needs any training to be a board member.

Really?  Like most things, we are not born knowing how to be a nonprofit board member, and, no, because it is a nonprofit (and board members are uncompensated) does not mean that somehow good intentions, or time, or money to donate is all that is required.  Not that all of those aren’t important, but there’s more to it.  Directors have legal obligations to put the interests of the nonprofit ahead of their own, to be loyal to the nonprofit and to make decisions that are in the best interest of the nonprofit. Sometimes this is pretty difficult especially if the nonprofit is under financial or other stress.

Board members are mega volunteers.  Sometimes – if the board is required to do the work (there is no paid staff or very few paid staff) then the board drives and its members implement the mission of the organization, along with governance of the organization.  On the other end of the spectrum is a board which is focused primarily on governance and members assist with fundraising and special projects as there is paid staff to implement the mission.

Uber volunteers

Sometimes directors new to board service assume the job of the board is to be uber volunteers and organize the programs of the organization. This is great for a board whose board members do the work because boots-on-the-ground-person-power is needed. But if the board is a governing board, this approach can encroach on the turf of the staff and be frustrating for both the board member and the staff.  I’ve heard more than one person say they would rather be a volunteer than a board member, simply because the volunteer role is more tangible, they have a specific task to do, and they don’t have the legal obligations of being a board member.

The role of a governing board

So, what does a governing board do? They hire and supervise a paid ED (executive director) and make sure what the ED and the staff are doing doesn’t run afoul of the law. The board also evaluates the ED’s job performance and sets compensation, and, you guessed it, if the ED screws up, it’s the board that deals with that, which can mean the death of a small nonprofit.

One of the most difficult jobs of a board is the transition from a founder to a paid ED. Often the founder wants to leave, but can’t or won’t let go. The board (and the organization) want to honor the founder and leverage his or her expertise, but don’t want to be micromanaged, no matter how well intentioned, by the founder.

Fortunately, most governing boards don’t spend all their time on thorny matters.  Instead, they deploy their skills and talents to help the organization expand the reach of its mission: fundraising, forging connections with influencers and funders, providing technical expertise, and making sure the organization has the infrastructure (policies, funds, resources) to support it.  And, they do get to do fun stuff too, just so long as they don’t try and micromanage the staff.

What about the board president or chair?

And what about the board president (sometimes referred to as chair)?  What is their role and how is it different from the Executive Director?  I think the role of the board president is to lead the board and to be a resource and support for the ED.  It’s tempting as board president to do all board things that need to be done simply because you can.  I think this is a bad idea because it does not foster involvement by the rest of the board, and it doesn’t develop the leadership pipeline for the board.  I’m also not a fan of long terms for board presidents, even if they are great presidents.  The constant in the organization should be the ED, and each board president’s tenure provides different expertise and opportunities for the board and the organization.

Often it seems the impression of board members is that the ED is “in charge” of the board.  For sure the ED has or should have a close relationship with the board, and often it is the ED who has recruited board members and has an individual connection with them. The ED is the person with the knowledge of the nonprofit and holds the, sometimes, unenviable position of being the go-between between the board and staff (visualize a see-saw with the ED in the middle, the staff on one side, the board on the other).  I think it is wise for the ED and board president to have a standing call/meeting every couple of weeks so the ED can keep the president apprised of what’s going on (good and not good), and the president can provide guidance and advice, while also lend a listening ear.  It also makes preparation for board meetings easier.


So, in conclusion, the role of the board chair needs to be as a servant leader, serving as the liaison between the board and staff; motivating board members to be engaged, and ensuring intentional succession planning. So often chairs see themselves as the leader with full responsibility and do it their way. The result is that the ground rules are constantly changing as each chair comes and goes. They don’t seem to realize that because of the board and officer terms that nonprofit organizations have and the consequent regular turnover, consistency of Board effectiveness will not be achieved unless there is on-going training, support and recognition of board members contributions.

About the author

Jacqueline Rixen is a long-time Austin resident and attorney. She has served on many nonprofit boards, including Austin Classical Guitar and Impact Austin, and represents others as their legal counsel.

Posted in Board Leadership, Discussion, Nonprofit Leadership and tagged , , .