Thoughts on Board Governance

Thoughts on Board Governance


15 August 2023


By David Allen, Development for Conservation


I’ve got Board directors on my mind this morning. I’m working with several groups experiencing cultural issues related to Board versus staff roles. This is tough stuff, and it bears dragging it out in the open.

Organizations do not exist without the Board. It is the first thing formed and the last to be dissolved. The Board has the ultimate decision-making authority. Nonprofits are subsidized by the government. The Board represents the taxpaying public and shoulders the responsibility for spending that money wisely.

The Board can and should delegate power – in staff, in its officers, and in committees. This power delegation can and should be overt and documented, through job descriptions, committee charters, organizational policies, and strategic planning. That’s “governance.”

Organizations CAN and do exist without staff, though it often doesn’t feel that way. Staff think about the nonprofit work all the time. Part or most of their self-identity is wrapped up in their career on the job. The decision-making authority delegated to them quickly becomes an entitlement, and Board oversight can seem like an unnecessary barrier to getting things done.

Conflict ensues.

It becomes harder and harder to see that everyone is still on the same team. Information is power, and it gets filtered and controlled. Weak recruitment processes result in the Board becoming increasingly disaffected and removed. They get the privilege of serving without actually having to do much. And the stronger the staff is, the more comfortable everyone is (Borad and staff) in just letting them run with it.


The problem for land trusts is the nature of the mission.

Land trust organizations have a perpetual mission. They must be permanent organizations. And that means the systems and processes for decision-making and governance need to be strong and clear – strong enough to survive every single current player. Without that strength, all the great work current players have accomplished will be ultimately vulnerable.


One tool organizations can use is to codify the current delegated authority. Dig out all the job descriptions and committee charters and rebuild them from scratch. Ensure that they explicitly delegate authority and include limits on that authority. Engage in internal “civics” lessons involving both staff and Board directors. And then hold everyone accountable through regular evaluations.

Here are some general ideas and examples:

  • The Chair is responsible for managing the processes of Board recruitment, on-boarding, and evaluation of all Board directors. The Chair is also the primary conduit, along with the Executive Director, of communications between Board and staff.
  • The Vice-Chair chairs the Governance Committee. The Vice-Chair also leads the strategic planning work every three years and reaccreditation work every five years.
  • The Secretary is responsible for all permanent Board records, managing the Conflict-of-Interest process, and the Disaster Recovery Plan. The Secretary also assumes the responsibilities of the Chair in the absence of the Board Chair and Vice Chair.
  • The Treasurer manages the Board’s review of the organization’s financial position and responsibilities, with respect to both operations and investments. The Treasurer presents the budget to the Board for approval.
  • These duties should be well-understood and accepted before someone is asked to serve in the position.


  • The Executive Committee is empowered to act between Board meetings, but it should need to do so only rarely. A more important function of the Executive Committee is to ensure that all Board directors arrive at meetings fully prepared to make the decisions they will be called upon to make.
  • A Conservation Committee ensures all prospective land acquisition and stewardship actions are consistent with existing organizational policy.
  • An Engagement Committee screens and monitors engagement projects and considers organizational implications of possible exit strategies.
  • A Development Committee organizes the work of Board directors in relating to and engaging organizational members and donors.
  • A Finance Committee oversees the financial management and investment policies.


  • Board meetings should be PRIMARILY about Board directors talking to each other. Decision items should come from the committees as written drafts produced in advance. (When this happens, the committee process has already provided a “second.” The Chair can then simply call for discussion.)
  • Staff-director interaction should be PRIMARILY at the committee level.


Most of this is terribly messy and inefficient. Democracy is messy and inefficient. Too bad. The organization you love will be stronger, more resilient, and more permanent, when its systems are clear and decision-making authority delegation is well-understood.

Staff need to understand that bringing the Board directors along is in their best interest – that the “grasp” of the organization is limited by the directors’ collective “reach.”

Board directors need to fully accept their roles as participants and step up.


Cheers, and have a great week!




PS: Your comments on these posts are welcomed and warmly requested. If you have not posted a comment before, or if you are using a new email address, please know that there may be a delay in seeing your posted comment. That’s my SPAM defense at work. I approve all comments as soon as I am able during the day.


Photo by jarudave courtesy pixabay



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  • Jim Perry
    Posted at 13:40h, 15 August

    What is the role of the Governance Committee, named in the narrative, but not in the committee list.

    • David Allen
      Posted at 14:49h, 15 August

      Thank you for the question, Jim.

      The Board Governance Committee is the committee that oversees the entire Board director experience from recruitment and onboarding, to committee assignments and leadership development, to evaluations, retirement, and recognition. The Governance Committee worries about Board composition and marshalling the skills and talents necessary to manage the organization of the future. The Governance Committee also evaluates the needs of the current Board with an eye toward providing training and skills development where and when necessary.

      In some cases, the Governance Committee is the same committee as the Executive Committee. In some cases, the nominations function is assigned to the Development Committee, at least as it relates to identifying appropriate candidates.

      And just for clarity, it was not my intention to list all the committees. Just the four or five that every land trust probably needs.

      Again, thanks for the question!

  • A.B.
    Posted at 08:54h, 15 August

    Great post, David! I’m a big fan of Carver’s Policy Governance model as a framework for having exactly these conversations about delegation boundaries and then building clear and timely accountability structures. I’ve used it with both tiny and large organizations, and each time the process has strengthened the organizations’ ability to stay centered and on course as individuals come and go. Thank you for connecting the worlds of governance and development. They are inextricably linked! 🙂 AB

  • Patty Renaud
    Posted at 08:47h, 15 August

    Hi David, this really lays out a clear structure. Can you say more about an “Engagement Committee”?

    • David Allen
      Posted at 15:10h, 15 August

      Thanks for the question, Patty.

      Many organizations have Education Committees or Outreach Committees, and frankly, I don’t like either one. The concept of education is inherently hierarchical and off-putting to many. If the organization is really talking about children, then use a modifier to make it clear. Most organizations are really talking about educating “the public” meaning other adults. If people just learned to see the world as we see it, they would give more money. However, some people see that organizational positioning as arrogant and run the other way. Instead, we will do better when we learn to see the world as they do. That implies creating learning opportunities as opposed to educational opportunities.

      With Outreach Committees the issues are somewhat related, but still different. The value of “outreach” is often ambiguous and measured by how good it feels instead of the good it does. Outreach for what purpose? The answer to that question is all over the map in the land trust community.

      One the other hand, we can define engagement of people who are new to us – and measure the efficacy of the event by how many make a first gift – or engagement of current members and donors. Evidence of enhanced giving and lifetime giving is strongly correlated with participation in organizational activities other than giving money. Simply put, when people “engage” in various land trust activities, they tend to be more loyal, and they give more. This can also be measured – the percentage of current members who participate in an engagement activity, and the relative giving metrics of those who do versus those who don’t.

      The Engagement Committee is one place where these questions are asked and researched. Just because an organization has done an event every year for ten years doesn’t mean that it should do it forever. How do you make a decision to cancel it and try something else?

      Also, I believe Board directors should formally represent the land trust back into their communities at least once each year. An Engagement Committee can facilitate that happening.

      Again, Thank you for the question!