Too often staff in small, board-led organizations are confused about who has authority to give them direction. Let’s set the record straight!
The board has ultimate authority; it sets policies that everyone in the organization, including all staff, must follow. The CEO, however, is in charge of operations, communicates board-set policy to staff, and has the authority to delegate tasks and determine priorities for each staff person.
Pull up a chair, and we’ll look at the in’s and out’s of how that authority should be carried and responded to.
I often encounter boards whose members find it difficult to focus on developing big picture policy rather than getting into operational details. This is an understandable challenge! Many board members have full-time jobs in other organizations. Many spend 40-plus hours weekly doing that work. Naturally, their board role isn’t as prominent in their minds, since they may only be spending 10 hours per month in it. It requires a conscious effort to take off the more familiar operational hat and put on the board member hat; yet that mind-set shift is essential for governance excellence.
Let’s consider a few reasons why.
It is not uncommon for there to be confusion in an organization over who does what. Boards sometimes pass motions indicating desired results without specifying who is responsible for taking action. Many organizations have lots of gray areas regarding the board versus staff roles. What does this lead to? Important tasks either get addressed by two different people or groups, or fall through the cracks entirely! It almost goes without saying that both scenarios waste resources and cause frustration. How much better if everyone involved was clear on their responsibilities!
Unethical behaviour is all too common today.
In the Cleveland, Ohio, area a two-year county government corruption investigation has come to a head. Thirteen elected officials and twenty business people and lawyers have been charged for bribery and trading personal favours for government contracts. Many of the county staff who worked closely with the implicated elected officials were asked to resign this week because their proximity to unacceptable practices has raised doubts about their trustworthiness.
Although some consider it to be a violation of democratic principles for the board to play any role in board elections, there is some merit to the bylaw and practice in many associations, non-profits, and for-profit companies of members or shareholders electing the board members. In fact, I consider it the board’s responsibility to enable the owners to make quality informed decisions. Read on, and we will explore what appropriate actions board members can (and should!) take to accomplish this.