An organization’s board of directors

Author: Elisa Warner

Delineating areas of responsibility for board members can help avoid leadership conflicts.


Leadership conflicts arise between an association’s staff and the organization’s board of directors.


Ensure that the organization’s board members clearly understand the roles and responsibilities associated with their position.


While new board members accept their positions with the best of intentions, they may have little experience and be offered little guidance regarding the responsibilities of organizational governance. When roles and responsibilities aren’t clearly delineated, leadership conflicts are sure to ensue. Communication is the key to positive relationships between the board, executive director, and association staff.

What is the role of a non-profit board member?

Whether recruited or elected, many non-profit board members begin their tenure with uncertainty as to how they should serve the organization. For those experienced in operating within a for-profit industry, the entire structure of a non-profit may be unfamiliar. Although new board members have an earnest desire to help the organization they represent, they may inadvertently misdirect their efforts.

The role of a non-profit board member is comprised of only three activities:

  • Fundraising (80 percent): Fundraising is the most important responsibility of a board member, yet many board members are reluctant to engage in this activity. Board members are expected use their connections to spur interest in and support of the organization they serve. Board fundraising activities may include major donor solicitations, sponsorship solicitations, membership recruitment, and efforts to boost event registrations.
  • Oversight of Programs (10 percent): The non-profit board is responsible for general oversight of the organization’s programs. This role does not extend to the operations behind the programs, but does include fiduciary oversight.
  • Strategic Planning (10 percent): The board is the primary force behind the organization’s strategic planning decisions. Board members create or update the strategic plan and evaluate the implementation plan presented by staff.

Because a board member’s role is limited to governance and the executive director is responsible for daily operational activities, the executive director is the liaison between the board and the staff.

What happens when board members don’t understand their role?

When board members are unclear about their responsibilities to the organization, they typically either become under-involved in governance or attempt to micromanage operational activities.

  • Under-involvement: Without guidance, some board members become unenthusiastic and perform only the minimum requirements of their position. They may miss meetings or fail to participate in discussions. They may also resist engaging in fundraising activities.
  • Micromanagement: Armed with a desire to make a difference and without an understanding of boundaries that separate board members from staff members, some board members will inject themselves into all avenues of operations. Bypassing the executive director, these board members will contact staff directly with requests. They may also seek direct involvement in project development and planning activities. Busy with operational tasks, they may neglect their fundamental board responsibilities.

Why do many board members misunderstand the responsibilities of their position?

Several factors can contribute to a misunderstanding of the role that a board member plays in an organization. They include:

  • The organization does not have a board orientation program or resource materials that document the role of a board member.
  • Committees comprised of both staff and board members blur the line between governance and operations, opening the door for micromanagement.
  • The board lacks confidence in the executive director or staff.
  • The board moves into the realm of operations during a time of transition or crisis, and continues to do so once the emergency has passed.
  • Board members are hands-on practitioners or managers in their own jobs, and it is difficult for them step back from operational activities once they assume the role of governance.
  • A board member has special experience in a certain arena (e.g. event planning) and therefore feels compelled to become involved in that area of operation.
  • The board meets more often than necessary, giving directors time to delve into operational issues.
  • Certain board members are uncomfortable with fundraising, or lack the connections to succeed in this area, and therefore turn their attention to operational activities.

How can leadership conflicts with board members be prevented?

Carefully delineating the areas of responsibility for board members can help avoid leadership conflicts. This can be accomplished through board recruitment, communication of responsibilities, limiting board members’ committee involvement, and board self-assessment.

  • Board Recruitment: If board members are recruited rather than elected, they should be selected based on their ability and willingness to fundraise. Often, organizations mistakenly seek directors with special industry experience, which leads to micromanagement problems. Potential directors should have well-established industry connections and people skills. Because 80 percent of a board member’s role is fundraising, he or she should be prepared for this responsibility.
  • Communication of Responsibilities: Organizations should develop a board orientation program and manual to communicate the expectations placed on new directors. The materials should clearly differentiate the responsibilities of the board (governance) and the staff (operations).
  • Limit Committee Involvement: In an attempt to create the illusion of board involvement, executive directors are sometimes tempted to assign board members to committees. Not only are these committees ineffective and time-consuming, but they also open the door for board involvement in operational issues. If a committee falls outside of strategic planning, fundraising, or program oversight, direct the activity to staff members.
  • Board Self-Assessment: A non-profit board should conduct an annual self-assessment exercise to evaluate their overall effectiveness. This process serves as a reminder of the primary functions of the board and can help generate ideas for future board recruitment.


  • Shultz, Susan. “The Role of the Directors—Value Added” in Board Governance. Subscription required.

Elisa Warner develops research and training programs for non-profit and educational organizations. She is the former editor-in-chief of The Educational Facility Planner.

3 comments on An organization’s board of directors

Emmanuel Meki

25 Mar 2011, 10:56 am

Wow! Excellent article.



08 Aug 2011, 8:45 am

Very useful information.



16 Aug 2011, 2:55 pm

Is there a place that I can go to find out how to transition executive committee positions? For example, what is the normal flow for the outgoing chair? What continuing role, if any, does (s)he have? How can the outgoing chair be persuaded to turn over their responsibilities to the new chair??


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