nonprofit organization recently asked me to help it figure out
what “type” of board it should have. A colleague suggests that
directors should first engage in an existential introspection of
what it means to be a board member and what it means to be a
board, as a starting point for improved governance.
Boards have scant time for such soul-searching. Indeed, they are
often pressed for sufficient time to attend to the basic
business of the organization. As boards are increasingly
challenged to improve their governance, they often seek a
prescriptive governance model or descriptive board
type, to adopt or adapt so they can get on with the job of
There has been a proliferation of such models or types in the
past two decades. Among the many proffered by reputable authors
are heroic, conjoint, traditional, policy governance, strategic,
transformational, representational, corporate, advisory and
contingency models. Some have introduced their own, sometimes
complicated, jargon – some theoretical and others more
practical. Each has some distinctive features. All have some
characteristics that overlap with those of other models or board
The majority of nonprofit boards oversee small organizations
with few resources. Some may subscribe to particular value sets,
such as those that guide co-operatives and collectives. While
all have governance responsibilities, many of these are
necessarily more focussed on operational or management matters.
In such cases, directors may wear three hats – governing,
management and operational.
Most of the boards that I have studied in my research, and
encountered in my consulting practice, develop a dynamic hybrid
of several board types, adapting concepts and practices that
best fit their particular circumstances.
In one case, the board and staff share operational
responsibility for development of public policy positions,
public education and policy promotion while otherwise respecting
the Carver “board ends/executive means” division of
responsibilities in the areas of finances, human resources and
In other cases, the board is active in collective bargaining and
personnel selection, which in larger organizations is typically
left to management. Active board engagement in the work
(operation) of the organization is characteristic of fundraising
boards and service clubs, among others.
One of the biggest causes of dysfunction in traditional boards
is the failure to delineate clearly the respective governance
and management roles. Such boards typically have a committee
structure that parallels management and operational functions (eg,
finance committee, human resources committee, programs
committee, public relations committee, etc). This inevitably
invites board intrusion into operational detail. Meeting agendas
typically mimic this structure.
Focusing on management and operations instead of on results
often impedes the ability of boards, wearing their governing
hat, to add value to the organization and to account
meaningfully to key stakeholders.
Results-based becoming common
The results-based approach to governance is a hybrid board
type that is emerging in many leading-edge nonprofits. It
addresses weaknesses identified in other approaches through a
judicious use of committees structured around board, rather than
The executive committee (poorly used in many nonprofits) carries
responsibility for leading strategic planning and evaluating CEO
performance. A governance committee is responsible for regular
review of bylaws, governance policies and practices as well as
board (member) recruitment, development and evaluation. Risk
management and quality audit committees ensure mitigation of
risk, establish clear measures of organizational performance in
key areas, monitor and audit performance, and report on results.
The board-ends/management-means distinction is maintained for
the general management of finances, human resources and program
As noted earlier, not all board types have governance as their
primary focus. Here we compare three that do, on a variety of
General focus – operations/event driven; Leadership – CEO
dominant, chair is link to board, executive committee comprises
core group; Planning – CEO leads, committees vet, board reviews
and approves; Committees – parallel management functions;
Accountability – CEO dominant in reporting to key stakeholders;
board nominally responsible.
General focus – policies driven: ends and governance
processes; Leadership – board ends/CEO means; Planning – board
ends/CEO means; Committees – ad hoc task forces;
Accountability – CEO reports to full board, which monitors
policy compliance and reports to stakeholders.
General focus – Vision/results driven; Leadership – full
board/CEO partnership to set direction and expected results;
Planning – CEO leads, actively engaged board links organization
to community; Committees – based on board responsibilities;
Accountability – board dominant, sets direction, monitors,
audits and reports on results, CEO reports to full board,
Executive committee members act as core advisers
The results-based board (sometimes referred to as an
audit/oversight board) is distinct from the policy governance
board in four key ways:
1. The CEO is a non-voting member of the board with full
entitlement to attend and participate in all meetings and
2. The CEO is a full partner with the board in direction and
3. The board’s general focus is on auditing results rather than
on policy compliance.
4. The board uses standing committees to guide, monitor and
audit board, CEO and organizational performance.
Board members are selected for community representation and
commitment to the organization’s purpose, and may be used for
selected tasks in their area of expertise. The board’s focus is
on values, mission, strategic planning, objectives,
effectiveness in achieving goals and efficient use of resources.
Board members are usually community members who have a
significant personal interest in the public benefits of the
Not involved day-to-day
Although the results-based board monitors performance, it is
not involved in day-to-day operations. It is similar to a policy
governance board in this sense, and in its focus on
organizational goals and objectives.
Committees used for monitoring and auditing the performance of
the board, CEO and organization typically include an executive
committee, a governance committee, an audit or risk management
committee and a quality assurance or program audit committee.
The results-based board differs from the traditional board in
four key ways:
1. It uses committees to do the board’s work rather than to
review management activities.
2. The general focus of the board is on governance
responsibilities rather than on operational matters.
3. The general focus of the board is on results (ie, input
efficiency, outputs and outcomes).
4. There is a full partnership between the board and CEO;
neither the board nor the CEO dominates the relationship.
No single approach to governance has proven suitable for every
organization. General insights can be derived from an analysis
of the strengths and weaknesses of specific models or
typologies. But no matter which approach is used by an
organization, if it is to be effective, actual practices must be
adapted to the specific circumstances of the organization.
Suit their circumstances
There is a growing convergence of expert opinion that the
most effective boards, regardless of the size, complexity or
mandate of their organizations, concentrate their attention on
those matters that are crucial to success or survival; that they
focus on measurable results within defined timetables; that they
engage in regular monitoring of the manner in which business is
conducted, the efficient use of resources and the achievement of
objectives; that their decision-making is transparent; and that
they provide proper accounting to key stakeholders.
In the metaphor of Juran’s assumption, they focus their
attention on "the critical few, rather than the trivial many",
regardless of whether these are operational, management, or
governance (strategic or fiduciary) issues.
The most successful boards, within this framework, develop a
collaborative partnership with senior management; seek agreement
between key stakeholders on vision, values, goals and
expectations (tempered by the reality of available resources);
ensure clarity with respect to roles and responsibilities;
establish constructive processes for resolution of conflicts and
conflict of interest; and cultivate an organizational culture
characterized by trust, teamwork, mutual respect, flexibility,
adaptability, and responsiveness in the face of the
ever-changing realities, resources and needs of consumers.
For further information: Mel Gill, President, Synergy
Associates, consultants in governance and organizational
development, 57 Westpark Dr., Ottawa ON K1B 3G4, 613/837-8757,
www.synergyassociates.ca; Gill is the author of Governing
for Results: A Director’s Guide to Good Governance.