The Role and Function of the Board of Directors

While the role of the CEO is to manage the organization, the role of the board of directors is to govern it. Inherent in the board's governance role are two functions:

1. Protect the Public's Interest
The first function of the board is to protect the public's interest. YAP provides a "public" service that would not otherwise be available without subsidy. The board's job is to represent the public's interest in assuring that the agency serves effectively.

The board accomplishes this oversight and evaluation function by keeping well informed about YAP activities and communicating appropriate information to the public. The board must make decisions that will guide the organization beyond concern for mere survival of the organization, the reputation of board members, or the jobs of employees.

2. Enable the Organization to Achieve Its Purpose
The second function of the board is to enable YAP to effectively and successfully achieve its purpose. To do this, the board has both formal (governance) and informal (helping) responsibilities.

A. Formal Responsibilities

• Hiring and (if necessary) firing the top executive;
  • Delegating the organization's management functions, including planning, organizing, staffing, directing, and controlling to the top executive;
  • Developing and approving strategic plans, including major commitments;
  • Assuring the continuity of the organization, making emergency decisions when management cannot perform, and stepping in when crisis endangers the programs or existence of the agency; and
  • Maintaining the board as a healthy, well-organized governing body capable of helping the organization achieve success (i.e., progress toward fulfilling its purpose).

Board members must wear the formal, governance hat. It is both a legal obligation and a moral responsibility.

B. Informal (Helping) Responsibilities

YAP needs the help of its board in areas such as planning, fund-raising, and community relations. Although these activities must be managed, the top executive and the organization will be less effective without the active involvement of the board in these areas.

In general, these responsibilities consist of tasks board members can help the staff with in order to strengthen the organization. For example, the board can help the top executive develop a business plan and a fund-raising plan. The key concept here is a partnership in areas managed by the top executive. The board's aim should be to help the staff -- not replace, command, undermine, or represent it.

The distinction between formal and helping responsibilities is important. The formal ones, such as hiring the top executive or reviewing and approving corporate plans, are responsibilities the board cannot effectively delegate to staff without jeopardizing YAP's long-term interests.

Helping responsibilities, on the other hand, are those which the board must typically delegate to the staff if they want them to be performed effectively. These activities need to be managed by the top executive, but, in many instances, the organization will implement these areas more effectively if it receives help from board members. Clearly, board and staff are partners in much of their work.