Governing vs. Working Boards: Staying In The Right Lane

If you've served on a nonprofit board or worked on the staff of a nonprofit, you've likely experienced the tension between a governing board and a working board.

Both models can be effective. In fact, organizations may move from one to the other as they evolve. A young nonprofit with limited staff may rely heavily on a working board, while a more mature organization often benefits from a governing board focused on oversight, strategy, and accountability.

Regardless of the model, every board carries the same fundamental fiduciary responsibilities: overseeing the chief executive, ensuring resources are managed appropriately, and confirming that the organization operates within legal and ethical standards.

Where the distinction emerges is in how board members spend their time.

A working board is more likely to engage in operational and tactical activities. Board members may help build the annual budget, assist with marketing efforts, draft fundraising appeals, or support program implementation. In many organizations, this level of involvement is necessary and appropriate.

A governing board, by contrast, focuses on oversight, accountability, and strategic direction. Board members provide feedback when asked, serve as ambassadors for the organization, and help advance its mission in the broader community. They do not need to manage the details of a program, campaign, or initiative. That is the responsibility of the executive leader and the staff team charged with carrying out the work.

This is where challenges often arise.

We regularly see nonprofit staff struggle to politely decline the well-intentioned board member who begins offering operational solutions to problems they were never asked to solve. While those ideas may be thoughtful, they often require staff time and attention to evaluate, discuss, and address. In organizations where resources are already stretched thin, that can become an unintended drain on capacity.

Instead of beginning with, "I think we should do XYZ," board members may be better served by asking a simple question:

How can I be helpful?

That question creates opportunity for staff to identify where a board member's expertise, relationships, influence, or volunteer time can have the greatest impact.

Most board-staff tension does not stem from bad intentions. More often, it stems from unclear expectations.

Board members frequently step outside their role because nobody has clearly defined what successful board service looks like. Effective governance requires more than recruiting talented people. It requires establishing shared expectations about how those individuals should contribute once they join the board.

To avoid confusion, organizations should communicate board expectations at three key moments.

First, during the board recruitment process. Prospective board members should understand whether they are joining a governing board or a working board and what effective service will look like before they accept the invitation.

Second, at the annual board retreat. This is an opportunity to revisit the board's role, clarify priorities for the year ahead, and define what success will look like collectively.

Third, through annual one-on-one conversations with each board member. Whether conducted by the CEO, executive director, board chair, or designated staff liaison, these conversations create space to discuss engagement, expectations, and opportunities for contribution. They also provide an opportunity to discuss annual giving and ensure each board member understands where their involvement can be most valuable.

When boards drift from their intended role, important responsibilities often go unattended.

A governing board that becomes consumed with marketing tactics or program design may lose focus on executive evaluation, succession planning, financial oversight, or board development. Likewise, a working board that spends all its time discussing governance theory may neglect the practical work the organization depends upon.

In either case, gaps emerge.

The most effective boards understand their role and stay disciplined in executing it. Clear expectations help board members contribute where they can be most valuable while allowing staff to focus on the work they were hired to lead.

Whether your organization relies on a governing board or a working board, clarity matters. When everyone understands their lane, the organization is better positioned to move forward together.

Michael Pettry

Cape Fletcher Associates