What Staff?– Separating Operations and Governance in an Organization With No Staff

I recently conducted a workshop for nonprofit executives and board members in my community. During the workshop, I presented and explained the generally accepted best practices in nonprofit governance. One of these is for boards to stay out of operations and focus on the areas of strategic direction, policy, oversight and evaluation.

I firmly believe in this advice as I have seen first-hand what happens when a board moves the focus of its attention to operational matters. If they are allowed to, operational activities will take over the board’s agenda and leave little or no time for important governance matters. This is not just my experience; it is the experience of almost every nonprofit CEO or ED I have discussed this subject with. Virtually all agree that operations is a “Siren’s Song” for nonprofit board members. It has an almost irresistible attraction.

Why is it that board members gravitate to operations? I have some ideas, and while they have not been scientifically validated, I believe they are fairly accurate reasons for the attraction to operational matters.

1. Board members can get their arms and minds around operational issues. I know people that believe it is easier to run a 150-person operating committee than to develop a 2-page policy statement for the board. Governance can be hard work, and sometimes it seems very esoteric to those trying to grasp the fundamentals.
2. The psychic and emotional payback in operations is relatively quick. You know in a short period of time if the decisions made are good ones and what the impact is. Governance issues take much longer. A new policy or governance decision may take years to provide any positive psychic reward to the board members involved.
3. In many organizations, operational activities are where the action is. It is not nearly as much fun to work on a governance matter as it is to run an event or provide some useful service.

There are probably several other reasons that we could discuss in an expanded treatment of this topic, but I have already digressed too much from the purpose of this chapter. So let’s return to my workshop presentation.

As I was cautioning the audience to keep board members focused on governance responsibilities and out of operational matters, a hand went up in the back of the room. The woman raising her hand said, “What do we do if the board is all there is – no staff and no other volunteers?”

Actually this situation is not all that uncommon. Nonprofit organizations have been proliferating in recent years, and many of these new organizations are grassroots organization without staffs.

Her question was a good one, and, frankly, one that I had not thought through carefully. My initial advice was to perhaps divide meeting agendas into two separate sessions — one on governance and one on operational matters. Or as an alternative, I suggested separating them by holding different types of meetings at different times: One to address governance issues, and the other to address operational matters. I further suggested that no matter which of these approaches they decided on, the board chair had to keep the group clearly focused on the fact that they have two sets of responsibilities and that operations cannot be allowed to take over the agenda. To ensure the future success of the organization, time must be reserved for such things as mission, vision, strategic direction, policy, public perception, and financial oversight and all the other important responsibilities that board have.

My answer seemed to satisfy the questioner, but I had a nagging feeling that I had not truly explored all the available options to help this type of organization keep their responsibilities in order. I decided to throw the question open to the experts on a discussion group that focuses on board governance. Here are some of the suggestions that came out of the discussion group.

The first response recommended dividing the board into committees that cover both governance matters and operational matters. The suggested governance committees were finance, governance, and development. The operating committees would then be structured around the activities and/or events of the organization. Board members could serve on different committees and be engaged in both operational and governance issues, but while working in any one committee their attention would be limited to the charter of that committee.

Another response suggested dividing into two separate boards, one called the Governance Board with appropriate governance responsibilities and the other called the Administrative Board. Specific job descriptions would be developed for each to ensure that the two boards knew their limits and areas of responsibility.

A third recommendation was to use the board officers to oversee operational matters. The specific suggestion was that the vice president, treasurer and secretary would oversee operational matters while the president and any remaining directors would focus their attention on governance issues. (Of course, all officers would participate in all governance discussions.)

A fourth suggestion was similar to one I mentioned earlier. Keep one board, but designate portions of the meeting for operational issues and governance matters. Another added that perhaps a physical signal could be used by the chair to designate the portions of the meeting. A colored scarf or hat worn by the chair would remind the board members to keep their focus on the type of issues to be discussed during that portion of the meeting.

A final suggestion was to relook the whole nature of board committees. Specifically, this suggestion entailed throwing out the traditional committees that boards have and reorganizing into three new committees: Operations Oversight, Association Development, and Association Future. This option envisioned that the Operating Oversight Committee would actually run the operations and keep the board informed through the use of reports and consent agenda items which would hopefully then allow the actual board meeting time to focus on strategic matters.

The important thing to note is that while the nature of the specific techniques suggested to separate operations from governance varied significantly, there was overwhelming agreement on a few things:

1. Operating without staff can be very difficult.
2. Operational matters can squeeze out governance matters if allowed to do so, and this should not be allowed to happen.
3. There is no single recommended way to separate the functions. It is more a matter of board preference, but whichever technique is used, the board needs to discipline itself to understand and deal with both types of responsibilities.

I hope this short discussion will help board leaders who are struggling with how to balance operations with governance in an organization that has nothing but board volunteers to carry out both types of responsibilities. Think about the options above and select the one that seems best for your organization. Give it a try. Any of these options is better than not recognizing the problem and leaving the agenda to chance and individual whims.