Operating Manual: Governance vs. Operations in a working board

Board: Effective Governance
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Jul 29, 2014 | Blog

In July, I discussed the complicated marriage of operations and governance for a board without paid staff and how a consent agenda can help maximize your board meetings. This week, I offer some tips and tricks for achieving this balance and ensuring the important work of governance does not get mired in the detail of operations. 

Mitch Dorger discussed this topic in an edition of Nonprofit Quarterly, outlining five possibilities for balancing these two important functions:

  1. Divide the board into governance and operational committees
  2. Develop specific job descriptions for each of two boards – a governance and an administrative board
  3. Assign board officers operational responsibilities
  4. Divide each board meeting to cover both operational and governance items
  5. Reorganize the board into three new committees: operations oversight, organizational development, and organizational future

All of Dorger’s recommendations focus on making a clear separation between: 1) different roles and 2) time management – time devoted to governance vs. operations. 

The importance of clearly defined and appropriate roles for board members is critical to effective board governance. 

At Vantage Point, we find the analogy of “wearing hats” useful in considering which roles are fulfilled by board members. This is important for organizations of all sizes. Even in large not-for-profits, many board members may volunteer for specific events. When volunteering in an operational capacity, board members should remove their governance “hat”. In these roles, board members are part of the team and accountable to the designated supervisor and it is inappropriate for board members to raise questions of governance or strategic decision-making. By contrast, during board meetings, directors should remove their functional-delivery “hat” and ask tough questions: do these activities align with our mission? Where will we be in 5 years? 

In a blog post from 2012, my colleague provides a great example of a board member wearing two “hats”. It is vital to have candid discussions with your board about which “hats” they should be wearing at different times. Many of the recommendations from Dorger’s article relate to clarifying roles: who on the board is accountable for operational issues? Is everyone, or is there a sub-committee that oversees the organization’s operations? If there is a smaller group of board members who are involved as volunteers in the operations of the organization, they can form a sub-committee and prepare a written report for the review of the entire board. The operational issues raised in the report do not need to be discussed at board meetings, thereby freeing up board meetings for strategic, generative or fiduciary discussions.

Clarifying roles is an important step – and one that is critical for organizations with working boards. 

Mark Friesen headshot


Mark Friesen

Mark Friesen is the Executive Director at Columbia College, Canada’s longest established International not-for-profit college. He currently facilitates a monthly peer network of leaders dedicated to reimagining governance in the non-profit sector, and currently serves as Interim Chair of the Our Place Inner City Assembly. Mark has served as a volunteer, association founder, and an executive director, and has led fundraising, strategic planning and program development efforts in the sector for over 20 years. During his time at Vantage Point, BC’s leading not-for-profit capacity builder, Mark shifted his focus to governance; working with groups to enhance or redefine organizational decision making. Working with the Crown Agency Board Resourcing Office of BC, Mark guided the province to shift the governance and training material of BC’s public sector organizations away from shareholder accountability and towards governance in the public interest.

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