Nonprofit Boards and the Board Member: A Distinction with a Difference

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Alena Akanovich /

I’m forever writing about the distinction between the Board (the group) and the board member. From bylaws and policies and book titles and article titles—and the way people talk… I can tell that people think this is a distinction without a difference.

People use the terms “Board” and “board member” interchangeably. But that’s just plain wrong! It drives me nuts.

For example:

So many fundraisers talk about the Board being responsible to help raise money. No. That’s poor communication. The Board functions as a group. The Board exists when it is meeting together. That’s when governance happens.

So how, exactly is the Board—all those people together—helping to raise money? It’s not a group process. That just doesn’t happen.

The board is not responsible for raising money. But individual board members, every single one of them, are responsible to help raise money.

Your organization needs board-adopted policies that distinguish between the two—because they are different, and it’s an important difference.

One policy is the definition of the role of the Board. (That’s the group.) One part of that job description says that the Board is accountable for ensuring that money is raised. How does the Board do that? At its board meetings, which is when governance happens.

For example, the Board reviews and endorses a fund development plan. The Board sets gift acceptance policies. The Board mandates that every board member will help fundraise in some manner. The Board reviews progress and talks about interventions. And all this is facilitated by the staff.

The Board also adopts a policy that defines the performance expectations of every single individual board member—the same expectations for each board member. That includes “give a gift to the best of personal ability,” “help nurture relationships,” “help carry out specific tasks in fundraising.”

Staff helps board members do all that. And you don’t nominate any individual without a screening interview that shares expectations and ensures commitment prior to nomination.

Once, as a board member, I expressed concern to the board chair about the performance of the CEO. I asked to have an executive session of the Board to talk about CEO performance.

The board chair told me to just go express my concerns to the CEO.

How wrong! How very wrong. And I told the board chair that. No individual board member criticizes CEO performance to the CEO. CEO performance is the purview of the board, not any single individual. The executive session that I requested would have provided the opportunity for me to share my concerns—and to see if others agreed. Otherwise, my opinions don’t have much standing.

But this board chair apparently thought each board member was the supervisor of the CEO? Or this board chair thought it was okay to tell the CEO that I disagreed with the way she was doing her job? No way! Wrong again.

The Board is different than the board member. And it is a distinction that makes a significant difference. You’ll find samples in the Free Download Library at my website.

The board chair and other board members

Here’s a distinction that doesn’t make much difference. (Except that board chairs often make it a distinction with a difference!)

The board chair has no more authority than any other board member, despite fantasies to the contrary. Take a look at my previous column about board chairs.

I always remember Massachusetts Keith with great amusement. Over and over, he would tell me that he was right and he would make darn sure that the Board voted accordingly.

But his “right” was just his opinion. He confirmed that with me. However, he informed me that his opinion was “right” and “correct” and “the way things should be.”

Mass Keith simply didn’t understand that as board chair, he had no more authority than any other board member. As board chair, he is a facilitator. The Board makes decisions. Really. There isn’t much difference between the board chair and other board members.

The Board and its committees

Here’s another one. What is the relationship between the Board and its committees? Is there a distinction between committees and the Board? Yes! And it’s a distinction that matters.

For example:

Committees cannot make decisions for the board? The Board directs its committees. Committees report to the Board. Committees don’t direct the Board. Even the executive committee—if you’re unlucky enough to have one! (Just check out my NPQ article about destroying all executive committees.)—has no authority over the Board. Committees don’t substitute for the Board.

So I’m at a board meeting—that same group in the first example—and I’m asking a question about the Finance Committee’s report. I’m told that I don’t serve on the Finance Committee and the Finance Committee talked a lot about this. And I should just be quiet.

Oh, yes. It was all said professionally and graciously. But…really?

My response was:

“I am on the Board. The Board is legally and morally accountable for the health and effectiveness of this corporation. The Finance Committee is not legally and morally accountable. The Finance Committee reports to the Board. I am a board member, answer my question.”

In conclusion, think carefully about the distinctions that make a difference, and what you’ll do about them. Then ignore the distinctions that are simply not sufficiently important to warrant your attention—or anyone else’s.


  • Walt Daniels

    NY is slightly different with respect to committees. There are Committees of the Board and Committees of the Corporation. The Committees of the Board have the full powers of the Board. You are required to have a Audit Committee and it is a COB and can approve the auditors report without the full board approval.

  • Simone JOyaux

    Interesting, Walt. And I think that I don’t like it. Oh well… NY didn’t ask me. Of course, even if the law says something is okay, the organization does not have to do it that way. Hmmm….. Simone

  • Vernetta Walker

    I love your “tell it like it is” insights and tenacity. It’s a constant challenge to get board members to speak up and go against the grain.