I. THE BOARD OF DIRECTORS IS A PROBLEM

     The Board of Directors of nonprofit organizations is a problem. It is a problem for the staff that must deal with it, and it is a problem for the individual board members who must figure out how to serve on it effectively.
      Calling the board a "problem" may seem too negative, too discouraging a beginning. But in dozens of years of talking about boards in seminars, work- shops, and individual consultations, we have discovered that there is comfort in knowing that the relationship between the board and staff is difficult and perplexing for all organizations. Relations are never smooth for long, the dynamics are never uncomplicated, and a certain tension always exists between the volunteer, generalist board and the paid professional staff. But that doesn't mean there is something wrong with your organization. That is just the way it is.
      From the point of view of the staff, keeping a board effectively involved in the governance and oversight of an agency is hard work. The staff -- usually the executive director -- must take the time to consciously and thoughtfully feed and nurture board members so that they become important to the life of the agency, feel that they are important, and really involve themselves in the agency's work. But to do that, staff must live with the gnawing doubt and apprehension that the board may not really understand what the agency is doing and does not know enough to make the "right" decision.
      On its side, the board, and particularly the board's chair, needs to work at keeping an appropriate distance from the agency's daily operations while at the same time gaining an adequate understanding of what the agency is doing. The board must maintain a commitment to an organization's work, yet sufficient objectivity about its programs and policies to provide useful guidance. And board members must be able to figure out not only what the staff is actually doing, but understand why they act the way they do; why they are coming on too strong or being so submissive, why they are reporting on every boring detail or are apparently keeping the board in the dark.
      As problematic as all that is, it is possible for the staff to become better board nurturers and for the board to become better organizational guides if both have a clearer understanding of the unique dynamics of board/staff relationships and of the factors that tend to most shape that relationship. First, the roots of the organization and how it grew must be understood if one is to understand the board. In addition, one must know the agency's financial situation and the social, political and economic environment in which it is operating. It is also essential to understand the personal styles and character, strengths and weaknesses of the institution's leaders -- both staff and board, past and present. But most importantly, the historical evolution of relationships between the agency's board and staff must be grasped and comprehended.

II. THE CONCEPT OF FOLLOWING AND LEADING BOARDS

      In reflecting on the need to understand the history of an organization and its board/staff relationship, we have been led to develop a basic concept that we think can be useful to nonprofit organizations. Briefly, that concept is explained below by using the terms " following boards" and " leading boards." The first includes boards that are willing to -- or find they must -- follow a strong staff leader. Within the second category are boards which tend to lead the agency, are proactive and often in a position of controlling much of the agency's staff and/or its work. We believe board members can help themselves and their agencies by considering where their boards are along the following-leading board spectrum because it will help explain the behavior of that particular board. Let us provide some actual examples.

III. THE FOLLOWING BOARD

     A. The Founder's Board

     An executive director is leaving an important service agency, an organization she founded and led with imagination and skill. Her board of directors is unhappy and confused, feeling not only bereft but totally unequal to the task of selecting a new leader. Hastily, a search committee is appointed and throws itself into the task of replacing her, evidencing most clearly its anxiety that there be no leadership gap. The committee begins interviewing candidates immediately and the results are terribly disappointing. Why? What happened?
      When the organization started the board was small but quite representative, obviously friendly and very supportive of the executive director. Since she knew from the outset that she wanted only a limited tenure, she worked to expand the board and to enhance its strength, competence and diversity. But her own strength, her extremely high standards and demands for excellence repeatedly frustrated her efforts to share power with a less knowledgeable and extraordinarily contented board. The board was pleased that she held power and authority and they really didn't want -- didn't think they knew how -- to share them.
     In her case, the lack of willingness to share was not purposeful; in other cases, founders intentionally reserve powers to themselves to keep the board at arm's length. In either case, one of the hardest tasks for leaders, particularly for leaders who create an agency, is learning to share power and authority. "After all, I created it, I lead it, and I know what's best for the agency. The board --people I picked to work with me -- really don't know enough to be able to lead it". Thus the natural, very human reluctance to share power is intensified when one has created an agency. Whether the founder consciously deflects the board's involvement or can't find the way to achieve its involvement, the results are the same; responsibility and authority reside principally, if not totally with the executive director.
      Despite her pleas and urgings, the board had not been willing to prepare for her departure and was shocked by her decision to resign on a fixed date. When the time finally arrived, plugging the leadership gap became the most critical task for a rather panicky board. Those few board members who had been active immediately assumed the task of leadership. The board chair placed himself as chair of the search committee and began advertising for candidates. Almost simultaneously those candidates already known to the board were interviewed. Yet in all this haste, central questions about the current purpose of the organization, the staff's view of its probable future, as well as board members' thoughts and concerns about the organization, were never probed. Thus, no clear picture or vision of the agency's role in that community was developed, either for the board members' benefit or for the benefit of those who might apply for the job. During the early interviewing by the search committee, it became clear that a division within the board existed; some members were looking for a caretaker to manage an established institution, while others were looking for the same sort of creative leadership that had started the institution and that could be responsible for its growth.
      The board described above is the most typical of all " following " boards. It is the founder's board, members of which probably agreed to serve because the founder was a friend or someone whose imagination, energy and competence they admired. Their purpose from the beginning had been to provide the legitimacy the organization needed so that the founder could move ahead as quickly as possible. While the founder is in place, the following board often works very well, assuming that the founder has a realistic vision, some management skills and enough know-how to raise the funds needed to carry out the agency's program.
      In these instances, agencies operate very much like solely owned businesses, with only the trappings of a corporation. If the needs being addressed and the programs being carried out are short-term in nature, then the highly personalized approach may succeed. But if the intention is to create an agency that will have a role in the future and an indefinite tenure, the dangers are clear: when the founder becomes exhausted, frustrated or simply retires, the agency will be so stunted in its growth that it cannot move ahead.

     B. The Supporting Board

     The departure of the founder becomes a critical juncture for any agency. Most agencies move in one of two ways. If the board has developed some real strength, sense of involvement and commitment -- indeed, a sense of itself -- it usually can assume the responsibility for reviewing the agency's role, purpose and status. It can then move on to describe the type of leadership the board feels is necessary to carry on the agency's work. In such an instance, the board often becomes a " leading or controlling board" which is dealt with more fully below. Unhappily, some following boards simply do not have the strength nor the commitment to assume the responsibility foisted upon them when the founder departs. Instead, they hurriedly rush through the task of searching for a director, using a few of the more resilient board members to do that job. Inevitably, they look to the new director as a replacement for the old, and hope that this new leader will be someone they can follow.
      In one recent instance, a founder of an organization, even though she purposely sought out strong capable people to work with her agency, so dominated the organization that the agency had difficulty when she decided to depart. She left in the right way, giving plenty of notice and absenting herself from the search and selection process. While some segment's of the board became very active -- those same people who had been active during her tenure -- the whole board itself did not become involved with the search process. Although there was some attempt to review the agency's role it was neither thorough nor did it include all of the board. Real conflicts within the board were ignored. The search process was completed by three or four members of the board with only a token board review.
      The results were predictable. The first executive director, and then a second selected in the same manner, each lasted a year. Neither was able to dominate the board, yet the board itself was so weak that it could not lead; it could only support a strong leader. Finally, the board, now angered by a lack of accountability and a loss of community support, has assumed responsibility for the agency's future. It has actively undertaken to carry out the agency's program without having a new director while at the same time conducting a very thorough policy review, thus, perhaps becoming a leading board.

     C. The Satisfied Institutional Board

      The third example of the following board is at the opposite end of the spectrum where an agency has been in existence for a number of years, has become a recognized community institution and has a well assured future. In such an instance, a board can become more or less following in its stance with little risk. A small group of the board, normally called the executive committee, typically seeks power. With strong staff leadership and a small inner core of board members providing the true governance of the institution, the board can quickly become a following board, happy in the knowledge that the affairs of the agency are well handled, satisfied with the prestige of being part of a well run and substantial institution, and often quite willing to act as representatives of the agency in the community and to raise money for it. The board members do not involve themselves significantly in the affairs of the institution, but rather bask in the reflected pride of working with an agency of good standing and reputation.

     D. Problems with a " Following Board"

     Many of the problems that occur when a board follows its executive director have been identified in our examples. But two or three points need to be emphasized.
      First, it is extraordinarily difficult for a small agency to move successfully from the organizational stage without a committed and active board of directors. No matter how competent the staff, the building of real institutional strength in the nonprofit sector depends upon the board, and upon committee volunteers who carry the agency's program and reputation to the community, who actively review the agency's policies in the light of their own experiences and perspectives and who avidly pursue sources of funding -- individual, corporate and philanthropic.
      Second, it is wise to remember in this connection that the staff -- not the board -- is the transient on the agency scene. The nonprofit sector is highly mobile. People move upward as well as laterally from agency to agency. Most importantly, executive directors are not permanent, although they may have been the motive force behind the agency's vision and accomplishments. The board of directors is permanent in that it provides for its own orderly perpetuation. It regularly replaces its members through elections -- elections by the organization's membership or elections by the board itself. Moreover, the board is fully capable of firing executives and affects continually the livelihood of all staff members by what it does -- through taking budget actions, making changes in policy, altering personnel practices, etc. -- and by what it does not do -- not raising funds, not accepting responsibility, etc. As difficult as it may be for staffs to understand, boards are the stable, continuing element of the agency and staffs are transient. This is a useful perspective for staffs of nonprofit agencies to understand, particularly when they question the need to spend so much time on "board business."      Finally, board members need to understand that today, more than in the past, they are financially responsible for the agency, for the responsible conduct of its financial affairs. In cases where an agency's finances have not be handled well -- particularly where the Internal Revenue Service is involved -- individual board members can be held individually liable if they have not acted prudently and, at least in California, have not made "reasonable inquiry."
      State governments which charter nonprofit institutions are looking more closely into the activities of nonprofits, particularly those that are tax-exempt, reviewing their financial dealings and assessing their capacity to act responsibly. While the record of successful actions against individuals for corporate misdeeds does not at the moment seem to be a cause for alarm, even "following" board members need to be attentive to the finances of the agency they are responsible for governing.

IV. THE LEADING OR CONTROLLING BOARD

      A. After the Founder Leaves

      Boards most often become "leading or controlling "boards when the founder/leader of an organization dies, resigns or is fired (particularly if a firing occurs). The departure of the founder/leader provides the clearest opportunity for a board to understand and realize its roles, responsibilities and powers. While the founder may have selected many of the board members when the organization began, the tables are now turned; the board must select new leadership for the organization. The balance shifts, and the board feels a new sense of ownership and responsibility for the organization. The board suddenly becomes more senior than the executive director and, in all probability, no executive director will ever again be able to command the willing, often unquestioning support that the founder received almost as a matter of course.
      If the board decides to take itself seriously it will launch a careful review of agency goals, purposes and priorities. Only then will the board seek a leader, normally a strong leader (although this is not always the case) and seek to establish a good balance between the board and staff. Even a strong new leader, however, will have his or her hands full trying to instill confidence in his or her leadership and to wrest an appropriate share of responsibility and authority from the board.
      The board may hold on to its new found sense of authority, often involving itself in the administrative and other day-to-day affairs of the organization. Individual board members may have established contact with particular staff members or particular projects during the interregnum and will wish to maintain those kinds of relationships. A staff which had continuing contact with the board in the absence of a leader may often wish to retain such contacts and may well try to circumvent the new executive director in cases of disagreement with him or her.

     B. The Founding Board

      There are two other examples of leading boards. One is the organization that is founded by a board and the other is a board that hires its first staff members after a number of years of existence as a solely volunteer organization.
      In the first instance, the organization is founded not by the creative founder but by a group of people who perceive a community need, band together and decide to incorporate to meet the need. Prior to the hiring of an executive director they are normally required to raise funds and to begin the activities that they consider necessary to meet the organization's objectives. When a staff member is hired, and it is usually the executive director, the agency clearly belongs to the board. "We created it and got it funded. It's our money and our program and we will be watching to see how effectively you can move without wasting money and time," is the message. The board often supplements this challenge to the staff by sitting back to see just how well they can do, rather than pitching in to keep up the momentum. Nevertheless, they will watch every move, judge every action and comment on every step.

     C. The Volunteer Agency Becomes Professional

      The second example is much like the first, except the organization has been in existence for a considerable time as a voluntary agency. The organization has been effective but has decided to expand and hire an executive director. The competition among the volunteers for the executive director's position is intense. (Some organization's end up deferring the choice of an executive director because they can't deal with the competition.) Finally, one person is chosen to be the executive director, but the way the institution has operated does not change.
      The executive director is confronted with the fact that the volunteers who serve as the principal staff members of the agency may also serve as members of the board of directors. S/he must depend upon them to carry out the programs and activities of the agency, and accept the fact that s/he will be judged by and be accountable to them. The capacity of the volunteers to serve as staff members and then to change hats and serve as board members is limited. This is a familiar phenomenon of the nonprofit would and it creates what might be termed the "sandwich effect; " the executive director is caught between the volunteers who serve as both staff and governors. The chairs of the boards of such agencies should stop attending staff meetings, but their fear will be, "How will I know what is going on?" What they must confront is that they should not know everything that is going on and must learn to depend upon the executive director.

     D. The Dangers of Leading or Controlling Boards

      Controlling boards probably bear responsibility for perpetuating the myth that boards make policy and staffs carry it out. Often they develop policy without significant input from the staff -- an exercise that is almost bound to frustrate both the staff and the board. The staff is expected to develop programs and carry out policies it certainly doesn't understand and probably doesn't support. At the same time, the board expects to see changes in programs and projects as a result of its policy pronouncements and they simply don't occur. Controlling boards probably also find themselves resorting more than other boards to the device of executive sessions to discuss dissatisfactions. Often a small group within the controlling board, probably the Executive Committee, will assume more and more responsibility as divisions between board and staff increase. The process can become destructive, not only to staff morale, but to the board which forms factions. One faction will try to run the agency and the other, resentful of the " in-group" will often take up for the staff. Both factions will understandably find the board meetings exhausting, and the controlling faction of the board may well burn-out trying to manage the staff and cajole it into acceptance of its policies.

V. ORGANIZING AND INSTITUTIONAL BOARDS OF DIRECTORS

      Organizations are not static; they change, develop, and grow. And as organizations change and mature, so do board/staff relationships. A board can move from being a leading board to being a following board, and vice versa. And some boards are somewhere in the middle, neither totally following nor fully leading the staff.
      For the most part, radical shifts in board/staff relations occur when there is a change in leadership. But other factors can precipitate a change in board behavior. At some point in an organization's life, for example, a board may become concerned about finances particularly in the early organizational stages or after an agency suffers a severe financial crisis, and it will assume strong leadership in that area, exercising close supervision and control. At the same time, that board may allow the staff to lead in setting policy and developing programs. As the financial problems ease, the board may -- and probably should -- shift its leadership focus to the development of sound policies while trusting and following the staff in the conducting of financial affairs, thus -- again -- leading in one area and following in another.
      All of these changes occur as an organization ages. Understanding this evolutionary development of an organization's board/staff relationship can go far to explain what the current dynamics of that relationship are and what the probable patterns of the future will be. For each organization is to a very real degree a captive of its past, of its history.