Close to the top of any list of responsibilities of a non-profit Board of Directors is Governance. In almost any thesaurus, you will find a lengthy listing of synonyms for “Governance.” Among the most frequent are “authority,” “control,” “direction,” “oversight,” and “management.”

The bottom line is that the non-profit Board is the foundational governing body of the organization. The Board establishes policy. It hires and evaluates (and sometimes dismisses) the CEO. The Board guards the mission and insures fiscal solvency. Although the Board does not, or at least it shouldn’t, run the day-to-day operations, it establishes the governing framework within which those ops take place.

I often whimsically refer to the “Mac Truck Syndrome” or depending on one’s taste, the “Beer Truck Syndrome.” If the CEO of an organization on a given day is run down by one of these trucks, or for any other reason he/she hastily departs, the Board is in charge. Both the Board and the CEO should take heed of this reality: the Board must, in the sense that it should wrap its collective mind around the fact that it actually is in place to govern, and not to rubber stamp the plans of the CEO; the CEO should, in that she/he “executes” the direction of the organization within the policy (Can you say “Governance?”) framework established by Board.

Rubber stamping by the Board is abdication. Circumvention by the CEO is irresponsibility. Either or both lead to an organization characterized by my newly invented word for your dictionary: “governless.” JW Non-Profit Advisors would welcome hearing from you if you want to be certain your organization is not suffering from terminal “governlessness.”

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