Background
This is a cross-post from the website of the EA Good Governance Project. It is shared here for the purposes of ensuring it reaches a wider audience and to invite comment.
The content is largely consensus best-practice adapted for an EA audience. Leveraging this content should help boards be more effective, but governance is complex, subjective and context dependent, so there is never a right answer.
Introduction
The responsibilities of a board can fall largely into three categories: governance, advisory and execution. Here, we explain how to work out what falls in which category and key considerations about whether the board should be involved.
Essential: Governance
The Board comprises individuals who hold assets “on trust” for the beneficiaries. By default, all power is held by the board until delegated, and the board always remains responsible for ensuring the organization delivers on its objects.
In practice, this means:
- Appointing the CEO, holding them to account and ensuring their weaknesses are compensated for;
- Taking important strategic decisions, especially those that would bind future CEOs;
- Evaluating organizational performance and testing the case for its existence; and
- Ensuring the board itself has the right composition and is performing strongly.
Being good at governance doesn’t just mean having the right intentions; it requires strong people & organization skills, subject matter expertise and cognitive diversity.
When founding a new non-profit, it is often easiest to fill the board with friends. However, if we are to hold ourselves up to the highest standards of rationality, we should seek to strengthen the board quickly.
Optional: Advisory
The best leaders know when and where to get advice. This might be technical in areas where they are not strong, such as legal or accounting, or it might be executive coaching to help an individual build their own capabilities, e.g. people management.
It is common for board members to fill this role. There is significant overlap in the skills required for governance and the skills that an organization might want advice on. For example, it is good for at least one member of the board to have accounting experience and a small organization might not know how to set up a bookkeeping system. Board members also already have the prerequisite knowledge of the organization, its people and its direction. However, there is no need for advisors to be on the Board.
We recommend empowering the organization’s staff leadership to choose their own advisors. The best mentoring relationships are built informally over time with strong interpersonal fit. If these people are members of the board, that’s fine. If they are not, that’s also fine.
The board should build itself for the purpose of governance. The executives should build a network of advisors. It is best to keep these things separate.
Best Avoided: Execution
In some organizations, Board members get involved in day-to-day execution. This is particularly true of small and start-up organizations that might have organizational gaps. Tasks might include:
- Bookkeeping, financial reporting and budgeting
- Fundraising and donor management
- Line management of staff other than CEO
- Assisting at events
Wherever practical, this should be avoided. Tasks undertaken by Board members can reduce the Board’s independence and impede governance. The tasks themselves often lack proper accountability.
If new opportunities, such as a potential new project or employee, come through Board members, they should be handed over to staff members asap. It’s a good idea for Board members to remove themselves from decision-making on such issues, especially if there is a conflict of loyalty or conflict of interest.
Board members should not work in the organization’s office. Board members should definitely not take an executive role in the organization, e.g. Chair and CEO.
For people interested in how to be a good board member, I also loved Holden's post on this. Boards seem to have a really strange set up, and I thought this article is the best explanation of that + what to do to deal with the weirdness I've read.
Good summary.
I've been on the board of something like 8 charities/community organisations, and I'm often asked about what trusteeship involves. When asked if there's anything written to share, I normally point people towards CC3, but I think this is a clearer, more succinct introduction.
Why the recommendation against having an organization email address? There seem to be some strong downsides to board members using personal email addresses for board matters: member's entire personal inboxes are vulnerable to search if any litigation against org happens; when members depart, it's difficult to ensure org-related emails are archived for record-keeping, particularly relating to org decisions; similarly, it's difficult to ensure org-related emails are deleted, to lessen the risk of leaks in the event of an email hack (since the email address won't be deactivated like a org-email would).
You raise some good points, so I have removed that point from the main article.
Interesting advice. Can you be more explicit about why you've included each activity in each category?
Like, for the third category you say 'Tasks undertaken by Board members can reduce the Board’s independence and impede governance' - but what qualifies as a 'task', why does it reduce independence for the board to do it, why does it impede governance, and why is either of those effects necessarily (or in expectation) bad?
Similar questions on the first category: how do you differentiate between 'important strategic decisions' and 'tasks' or 'advice strongly recommended by the board'? Why is it better for the trustees to evaluate performance than the staff?
Also, what advice would you give to
a) a small charity that doesn't have sufficient funding to hire a CEO?
b) a charity that has enough funding for a CEO, but far more work than that CEO can plausibly deal with, while having trustees who are willing to take some of the workload off them? (and no-one else who can credibly commit to doing so)
Basically anything that involves actually delivering the organization's goal. It's probably easier to define as everything that's not governance or advice.
If board members are doing it, then board members become part of the organization rather than separate from it.
The most important function of a board is to provide accountability for the CEO (and by extension the team below them). If they are involved in something, they cannot also provide external perspective.
It means you don't have a system of governance that has been shown repeatedly to lead to better organizational performance.
In terms of 'important strategic decisions' vs. 'tasks', there's no black and white rule about what decisions are strategic vs. what decisions are tactical. For example, "should we double in size?" is a board-level decision, whereas "should we apply for this grant equivalent to 1% of our annual income?" is probably not. Each board needs to gauge where the balance is.
On the other hand, there is a big difference between decisions and advice. If the CEO chooses to ignore the advice, then they are accountable for the outcomes. Do also note that decisions are typically taken by the board collectively[1], whereas advice is frequently given by individual board members. An individual board members does not have the authority to speak on behalf of the whole board unless a decision has been taken.
I'm saying the board[2] must evaluate performance as one of its core duties. I'm not saying trustees are the ones collecting the data or doing the analysis.
Staff have a conflict of interest (they are paid to do something that may or may not be worthwhile) and lack independence (they are close to the action so their objective judgment may be impaired).
The advice above refers to organizations that have at least 1 member of staff (whether paid or unpaid).
My advice refers to "Wherever practical", i.e. having this set-up is not ideal and may impair the effectiveness of your board but is better than the organization not doing the work it needs to do.
The exception is if the board has delegated some authority to the Chair or a committee
I'm referring to "the board" rather than "the trustees" because I think it's important to stress that it is a collective body not simply a group of people.
This is a pretty strong empirical claim, and I don't see documentation for it either in your comment or the original post. Can you share what evidence you're basing this on?
Thanks Grayden. V useful answers! Though re this
Can you cite some evidence for this?
Apologies if this is not the best place to post this, but I came across this podcast host that seemed knowledgeable and have good insights from governance of charities. I am sharing as perhaps people interested in this post might find it useful to listen to. I think what one might learn is how to compose boards, what risks boards should be on the look-out for, etc.