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Board of Directors

The Board has the legal responsibility and accountability for the organization. In a policy Board, the Directors’ major responsibilities are the bylaws and policies; strategic planning; fund development and financial monitoring; and the hiring, leadership and management of the Executive Director.

A key responsibility of the Board is to oversee and monitor the affairs of the organization, including compliance with legal and regulatory requirements.

The Board is central to governing the organization. The Bylaws establish the Board’s minimum responsibilities. The Board’s stewardship ensures that:

  • The organization’s affairs are being conducted in a manner that strives to fulfill the purpose of the organization;

  • The organization is mission driven;

  • Resources match programs and services;

  • The organization is operating within its legal authority;

  • The Board provides leadership in anticipating future opportunities and challenges and guides the organization accordingly; and

  • Effective relations with critical stakeholders.

Each component of governance connects to the work of the organization. Board work and leadership styles will evolve and change with the growth and stage of the organization. Board models range from a hands-on management (Administrative) Board to a full policy and governance model. The diagram below demonstrates the continuum of governance models. By being aware of the differences between governance and operations management and Board roles, organizations can make more effective decisions. There is no wrong or right. A Board might be more hands-on for some processes than for others. Generally, for agencies with an Executive Director, or CEO, the Board delegates detailed operations management to the ED/CEO.

Figure 4: Non-Profit Board Model

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