Question: My board chair is questioning a recent decision I made about a staff member’s performance. I thought supervising staff was my job. Can she, for example, tell me I have to reinstate him after I fired him?

Board meeting around a table, an older woman standing, rest sitting including one in a wheelchair.

Answer: This is a decision that is made by the executive director, within the policies and procedures of your organization. If your policies require warnings and corrective action plans, for example, you must follow those requirements. If there is a complaint or appeal process for the board’s review then that must be followed as well, but basically the executive director is responsible for the staff and the day to day operations of the organization.

We address this in our Tool Kit for Executive Directors. Here is the section on board roles:

Get Clear About Who Does What

If you get into a tug of war with the board about who’s in charge, your lives will be more frustrating than they need to be and the CIL will lose. Make sure that you as ED know the difference between governance/oversight and management/administration. Then you can help the board to stay on track. When there’s a mismatch of understanding, mismanagement and micromanagement can easily follow. Yes, the board is ultimately responsible for the CIL, but it is you who manages the day-to-day functions. Here is a handy list you can share with board members and reference yourself.

Board of Directors’ Oversight Roles

  • Determines the CIL’s mission and purpose and ensures the CIL is operating in accordance with that mission and purpose.
  • Selects the ED and determines their job description.
  • Provides proper financial oversight (see Section 5), including approving an annual budget; ensures a qualified third party conducts audits or reviews financial statements; ensures the CIL’s assets are protected.
  • Ensures there are sufficient financial resources to conduct the CIL’s work.
  • Approves financial policies and internal controls, personnel policies, grievance & whistleblower policies; reviews salary information.
  • Hires financial auditor.
  • Ensures legal and ethical integrity by establishing and maintaining a code of ethics and meeting regulatory responsibilities (ensures appropriate paperwork gets filed with government agencies).
  • Stays aware of risk factors and mitigation strategies.
  • Ensures effective organizational planning, both short-term and long-term.
  • Recruits and orients new board members and assesses board performance.
  • Serves as ambassadors individually to the larger community, communicating a positive message agreed upon by the board as a whole.
  • Ensures that programs are in place and achieving objectives to further the CIL’s mission/goals.
  • Supports the ED and reviews their performance regularly.

Executive Director’s Operational Roles

  • Attends board meetings and maintains open lines of communication with the board.
  • Keeps the board informed of what the CIL is doing and milestones in the strategic plan that it is achieving.
  • Prepares or oversees preparation of financial and programmatic reports to the board and annual budget.
  • Determines specific expenditures within the approved budget.
  • Hires, supervises, and motivates the CIL’s staff.
  • Responds to audit findings.
  • Prepares or oversees preparation of annual Program Performance Report to ACL; provides evidence of program effectiveness.
  • Sets compensation and benefits for employees within organizational policies.
  • Interfaces with key staff and board in the development of policies.
  • Develops and implements programs.

Shared Roles

  • Create a strategic plan and three-year work plan to guide the CIL.
  • Develop CIL policies for financial and personnel management, and other key elements of CIL operations.
  • Develop and execute a resource development plan to ensure the resources needed for the strategic plan are available.
  • Evaluate the CIL’s performance periodically to ensure it stays true to its mission and is effectively meeting the needs of consumers.
What is the role of the board?

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