Nobody has ever drawn, in plain words the board and the staff both agreed to, what the board is actually for and where its job ends. So the board and the staff collide, or they both assume the other has it.
This fixes that by writing down the board's real duties and the line between governing and managing, and getting both sides to agree to it. It is the definitional work under every other kind of board fix. It is not a reset of a board that already knows its job and will not do it, that is the next guide, and it is not a legal rewrite of your bylaws, though it may show you that you need one. One thing must be true: the board is willing to sit with the question of its own role. If it is not, that unwillingness is itself the finding, and it routes to the reset guide.
Drawing the board's job for the first time and repairing a line that blurred over time are different jobs. Name the three places the board and staff most often collide or both step back, and choose: draw the roles fresh, or repair a blurred line.
Open the Board Duties Worksheet →A board that does not know its actual duties cannot do them, and most boards have never been told them plainly. Name the real ones, safeguard the mission, oversee the money, oversee the legal and risk exposure, hire and support and evaluate the executive director, and act in the organization's interest above any personal one. And, just as important, name what the board does not do: the day-to-day management, hiring below the executive, and running the programs, which belong to staff.
Continue in the Board Duties Worksheet →Duties in the abstract still collide in practice. Take the decisions that actually cause friction, budgets, hires, programs, partnerships, spending limits, and place each one: board decides, board approves what staff proposes, or staff decides.
Open the Governing versus Managing Line →A shared understanding that is not written down and adopted is not shared; it is remembered differently by each person. Assemble the duties, the not-the-board's-job list, and the line into one short agreement, adopt it by board vote, and record it. You sign on to the staff side.
Open the Board and Staff Partnership Agreement →If clarifying the board's job requires changing your bylaws, your committee structure in the articles, or anything with legal force, bring in a nonprofit attorney before you file. Defining roles on paper is this guide's work. Changing the legal instrument that governs them is not.
The board adopted a written agreement about its own role. The board and the leader can each name what the board does and does not do, and they match. And the next time a decision comes up that used to cause friction, there is a map that says who owns it.
With the job defined, most leaders move to Reset Board Engagement to turn the agreement into behavior, or to Build Fiduciary Oversight and Accountability if the board is willing and now just needs the machinery. Reset Board Engagement →