Has Your Governance Model Kept Up with the Growth of Your Organization?

Here is what I think..........

I believe that most non-profits could be ready for a review of their governance models. All non-profits start out as all-volunteer organizations operating under the "kitchen cabinet" model of governance. As organizations evolve and grow I find that quite often the model for board governance has not kept up with the growth of every other part of the organization. As a result, I believe that all boards have a responsibility to its constituencies to conduct a review of its current practices and possibly entertain a proposal for a shift in the model for governance.


As a long-time outside observer of non-profit board behavior I could conclude that boards exist for several questionable reasons. They seem to exist to help the staff, to lend their prestige to organizations, to rubber stamp staff management desires, to give board members an opportunity to be virtual department heads, to be sure staff get the funds they want, to micromanage organizations, to protect lower staff from management, and sometimes even to gain some advantage for board members as special "customers" of their organizations, or to give board members a prestigious addition to their resumes.

But these observations — as real as they may be — simply underscore the lack of clarity of the board's rightful job. Despite the confusion of past and current generally acceptable board practices, I begin with the belief that there is one central reason to have a board: Simply put, the board exists to be accountable that its organization works. The board is where all authority resides until some is delegated to staff. This simple total authority - total accountability (within the law or other external authorities) is true of all boards that have governing authority.

A Model for the FuturePolicy Governance

The Policy Governance Board model recognizes that any governing board is obligated to bridge the gap between the community — whether legal or moral in nature — and the staff. The board does not exist to help staff, but to give the community the controlling voice. The board's community-representative authority is best employed by operating together as an undivided unit, setting organizational ends, but only limiting staff means, making all its decisions using the principle of policies descending in size. The model enables extensive empowerment to staff while preserving controls necessary for accountability. It provides a values-based structure for discipline, a framework for precision delegation, and a long term focus on what the organization is for more than what it does.

The Policy Governance model provides an alternative for boards unhappy with reactivity, trivia, and ritual — boards seeking to be truly accountable. But attaining this level of excellence requires boards to break with a long tradition of bad governance habits in the non-profit world. And it offers a challenge for forward thinking groups determined to make a real difference in tomorrow's non-profit world.

A Proposed Shift (in the Often Uncomfortable Relationship) between the CEO and the Board

Taking this model forward into the day-to-day realm of what does the Board delegate to the CEO, I would propose that first, some very distinct expectations are set for the CEO in discussion with the Board in the following 3 categories:

  1. Regular ongoing goals - 2 to 3      max.
  2. Problem solving goals - 2 to 4      max.
  3. Breakthrough goals - 1 to 2 max.

These expectations/goals have to live in the "what" realm only - the CEO can then formulate "how" to carry these out with her staff. After that process is complete, then a system needs to be established for communication and collaboration to monitor these goals with the Board at a minimum of on a quarterly basis.