Boards Need to Govern. Executive Directors Need to Lead and Operate.

In a recent board retreat I was facilitating, the board members were eager to dig into programs and brainstorm new ideas. I gently reminded them that this crosses from governing to operating and is consequently not their job. Board members can help set the strategy for the programmatic direction and determine programmatic metrics to hold the team accountable, but developing and resolving the program implementation is the job of the team.

We often see a board member who has an idea for a new program. Another who wants to weigh in on a staff hire. A committee who asks to review communications before they go out.

In each of these cases, the board member is trying to help. But together, these requests can pull a board into running the organization—and leave the Executive Director accountable for decisions they no longer fully control.

Many board members are accomplished operators. They know how to build teams, solve problems, and get things done. It makes sense that they gravitate toward the work they know.

But serving on a nonprofit board requires a different kind of leadership.

Boards need to govern. Executive Directors need the authority to manage. And both need a clear understanding of where their responsibilities start and end.

We have written previously about the importance of the Executive Director–Board Chair relationship. One of that partnership’s most consequential responsibilities is making this division work in practice.

So what’s a board to do…

1. Ensure the board understands its fiduciary responsibility

A board’s foundational responsibility is stewardship of the organization: protecting its mission, safeguarding its assets, and overseeing its financial health and legal compliance. Board members have fiduciary duties commonly described as care, loyalty, and obedience to the organization’s charitable purposes.

These responsibilities carry real weight. The IRS emphasizes sound governance as a way to protect charitable assets and support compliance with the requirements of tax exemption, although federal tax law generally does not prescribe a particular management structure.

That stewardship requires preparation, informed questions, and independent judgment. Board members need to understand the finances, examine risks, assess progress, and hold leadership accountable.

It also requires discipline about which decisions belong to the board and which have been delegated to the Executive Director.

2. Make the roles explicit

For an organization with paid executive leadership, a useful starting point is straightforward:

Board Role	Executive Director Role
Approve strategic direction	Implement the strategy and programs within the budget and authority the board has approved and manage operations
Oversee financial sustainability, approve the budget	Set the budget and raise the funds to meet it
Adopt major policies (e.g., expansion or purchase of a building, risk policy for investing cash reserves)	Develop recommendations of policies
Hire, support, evaluate, and retain or transition out the Executive Director – and plan for succession	Lead staff: hire, support, evaluate and retain or transition out other team members. Determine the organizational staffing chart, roles & responsibilities.

The work is connected. The ED brings knowledge and recommendations that help the board make informed decisions. The board brings perspective, scrutiny, and support that strengthen the ED’s leadership.

Consider the difference in practice:

• The board approves the budget. The ED manages spending within agreed limits.

• The board assesses progress toward strategic goals. The ED determines staff assignments and implementation.

• The board evaluates the ED. The ED supervises and evaluates the staff.

These expectations should be written down, reflected in committee responsibilities, and revisited as the organization grows. An annual conversation about decision authority can prevent months of frustration.

3. Request the chair holds the boundary with the board

An ED should not have to negotiate their authority separately with every board member.

The chair has a critical role in setting expectations, guiding board discussions, and addressing overreach. When a member starts directing staff or turning a personal preference into an organizational assignment, the chair needs to intervene.

That can be as simple as saying: “Let’s bring that recommendation to the Executive Director and let them determine how it fits with current priorities.”

The chair also needs to model the same discipline. Regular access to the ED does not automatically give the chair authority to make decisions reserved for the full board.

A strong chair helps the board act collectively and gives the ED clear direction.

4. Give the board meaningful governance work

Clear boundaries work best when board members have substantive work to do.

If meetings consist largely of staff updates, members may look for operational details they can influence. The ED and chair can build agendas around strategic questions that require board judgment:

• Are we financially positioned to sustain our commitments? 

• What are the greatest risks to our strategy? 

• Are our results strong enough? 

• What relationships and resources should board members help secure?

The ED must provide timely information, surface problems early, and explain significant tradeoffs. In return, the board must engage with that information and follow through on its own commitments.

5. Define the assignment, especially if the board is helping in areas usually reserved for the staff

Smaller organizations sometimes need board members to contribute hands-on expertise. A member might help build a financial model, support an event, or advise on a technology decision.

That contribution can be valuable. Agree in advance on the scope, who directs the work, and when the assignment ends. Operational help should fit within the ED’s management of the organization. And in these cases, the ED is actually managing the board member. 

The test is whether that help adds capacity or creates another layer of supervision.

A healthy board–ED partnership takes ongoing attention. The chair and ED need regular conversations, shared expectations, and the willingness to address tension early.

When those foundations are in place, the board can fulfill its responsibilities and maintain its role with confidence—and the Executive Director can lead with the clarity and authority the mission deserves.