Most trouble between a board and its staff isn't caused by bad people. It comes from a fuzzy line. A director emails the program coordinator with "a few changes." The executive director waits for the board before every purchase. The treasurer quietly starts doing the bookkeeping. Each of these feels helpful in the moment, and each one slowly makes it unclear who is responsible for what.
This guide draws the line plainly. Use it to orient a new director, to settle a disagreement before it starts, or to check whether your board has drifted.
The duties every director owes
Every director owes the organization three duties, whether the organization has fifty staff or none:
- Care: pay attention, come prepared, ask questions, and read the financial reports before voting on them.
- Loyalty: put the organization's interests ahead of your own, and disclose any conflict of interest.
- Obedience: keep the organization true to its mission, its bylaws and the law.
These are broad principles. The exact legal rules come from your state and your bylaws, so treat this guide as general guidance, not legal advice.
The short version
| The board | The executive director and staff |
|---|---|
| Sets the mission and approves the strategic direction | Writes the plans that carry it out |
| Sets policy | Carries out policy day to day |
| Hires, evaluates and supports the executive director | Hires, manages and evaluates everyone else |
| Approves the budget and watches the money | Prepares the budget and spends within it |
| Asks whether the organization is making a difference | Runs the programs and measures the results |
The board has exactly one employee: the executive director. Everyone else on staff reports to the executive director, not to the board and not to any individual director.
Who does what, area by area
Most disagreements happen inside one of these areas. Find the row, and the owner is usually clear.
| Area | The board | The executive director | Staff |
|---|---|---|---|
| Mission and strategy | Approves the mission and the strategic plan; reviews progress | Drafts the plan with the board; turns it into annual goals | Carries out the goals; reports results |
| Budget and money | Approves the budget; reviews financial reports every meeting; approves the audit or review; sets the reserve policy | Prepares the budget; manages spending within it; reports variances | Records transactions; follows purchasing and approval rules |
| Fundraising | Every director gives and helps open doors; approves the fundraising plan | Leads fundraising; manages major donor relationships | Runs campaigns, events and grant applications; keeps donor records |
| People | Hires and evaluates the executive director; sets that pay; approves personnel policies | Hires, manages and evaluates staff; sets staff pay within the budget | Does the work; manages volunteers where assigned |
| Programs | Approves new programs and major changes; asks about impact | Designs and leads programs | Delivers programs; collects results |
| Policies | Adopts board policies: conflict of interest, whistleblower, document retention, gift acceptance, investment | Writes procedures that carry the policies out | Follows the procedures |
| Filings and compliance | Reviews the annual return before it is filed; makes sure filings happen | Makes sure every filing and registration is on time | Prepares filings and keeps the records |
| Risk and insurance | Approves insurance coverage, including directors and officers (D&O); reviews major risks once a year | Manages day-to-day risk; reports incidents to the board | Follows safety and privacy procedures |
| Communications | Directors act as ambassadors; the chair speaks for the board when needed | Is the organization's main spokesperson | Runs the website, newsletter and social media |
How the line moves as you grow
The chart above assumes there is staff. Many organizations have none, or have just hired their first person. The line still exists at every stage; it just sits in a different place.
Stage 1: all-volunteer (a working board). Directors govern and do the work: the treasurer keeps the books, the secretary runs the newsletter, everyone staffs the event. That is normal and often necessary. The key is knowing which hat you're wearing at any moment:
- When you are doing the work, you are a volunteer. You answer to whoever leads that piece of work, even if that person is "only" another volunteer.
- When you sit at the board table, you govern. Decisions are made by the board as a body, by motion and vote, and recorded in the minutes. They are never made by whichever director happened to be in the room.
- Watch the money closely, because the same people handle it and oversee it. Require two people on any significant payment, and have someone other than the treasurer reconcile the bank statement.
Stage 2: the first paid hire. This is the hardest transition, because directors have to stop doing things they used to do.
- Write the job description and the authority policy (below) before the person starts.
- List what the board is handing over, and set a date for each item.
- Make one director (usually the chair) the new hire's single point of contact, so they don't end up with seven bosses.
- Expect a few months of overlap, then let go.
Stage 3: fully staffed. The board steps fully back from operations. It works through the executive director, sets policy, watches results and the money, and spends its meetings on decisions instead of reports. Committees advise and oversee; they don't do staff work. A good test for any committee item: are we governing this, or managing it? If you're managing it, hand it back.
Three ways boards divide the work
- The traditional committee board. The board works through standing committees (executive, finance, governance and nominating, and a few mission committees) that work alongside the executive director and staff. This is the most common model, and it works at almost any size.
- The working board. In an all-volunteer organization, directors are also the workforce. Stage 1 above is the playbook. The risk is that governance gets crowded out by tasks, so protect time on every agenda for real board decisions.
- Policy Governance. This model, created by John Carver, draws the sharpest line. The board writes policies in four groups: the results the organization exists to achieve, limits on the executive's methods, how authority is delegated to the executive, and how the board itself operates. Within those limits, the executive may choose any reasonable means, and the board instructs no staff other than the executive. It suits a board with an executive director and the discipline to keep a written policy manual. It is harder for a working board, where directors also do the work. Policy Governance is a registered trademark of John Carver; his books Boards That Make a Difference and Reinventing Your Board are the place to learn it properly.
Put it on paper: the authority policy
Most friction disappears once the board writes down what the executive director may decide alone. There are two ways to write it. Most organizations should start with the first.
Style 1: a list of approval levels (traditional). Fill in the blanks to suit your organization:
- The executive director may spend within the approved budget. Any single expense over $____ that is not in the budget needs the treasurer's approval; over $____ needs the board's.
- The executive director may sign contracts up to $____ and up to ____ months long. Longer or larger contracts go to the board.
- The executive director hires, manages and lets go of staff within the budget and the personnel policies.
- Only the board may borrow money, buy or sell property, open or close bank accounts, start or settle a lawsuit, or start or end a major program.
- The executive director tells the chair within ____ days of any legal claim, government inquiry, data breach, serious incident or loss of a major funder.
Style 2: limits on the executive (Policy Governance style). Instead of listing what the executive may do, the board lists what the executive may not do. Everything else is allowed. For example, the executive director shall not:
- Spend more than ____ percent beyond the approved budget in any category.
- Let cash on hand fall below ____ months of operating expenses without telling the board.
- Hire a relative, or enter a transaction with a director, without the board's approval.
- Leave the organization without adequate insurance, or let a required filing go late.
- Treat staff, volunteers or the people served in a way that is unsafe, undignified or unfair.
Whichever style you choose, adopt it by board vote, record it in the minutes, and review it every year alongside the executive director's evaluation.
The board and the rest of the staff
- Directors don't give staff instructions, even helpful ones. Bring the idea to the executive director or to the board.
- Talking with staff is fine. Directors can meet staff, visit programs and ask questions. Just don't assign work or second-guess the executive director's decisions in the hallway.
- Give staff a safe route around the executive director. A written whistleblower policy should tell staff to raise a concern about the executive director with the chair, or with a named director, without fear of retaliation. The annual Form 990 asks whether you have one.
Treasurer versus bookkeeper
This is where boards most often slide from governing into doing.
- The treasurer oversees. They review the financial reports, present them to the board in plain language, make sure the controls work, lead the finance committee, and make sure the audit or review and the annual return happen.
- The bookkeeper records. They enter transactions, reconcile accounts, run payroll and produce the reports. This might be a staff member, a contractor or a volunteer.
- In an all-volunteer organization the treasurer often does both. That's fine, as long as someone else reviews the bank statements and a second person approves significant payments.
Check your line once a year
Add these questions to your board's annual self-assessment:
- Do board and staff clearly understand and respect each other's responsibilities?
- Did a director give a staff member instructions this year? What happened?
- Is the authority policy current, and did anyone have to work around it?
- Did the board spend its meetings on decisions, or on reports and operations?
Related: 7 mistakes you're making with nonprofit board roles.