Over the last 10 years, Vista Global has facilitated training for more than 100 organizations on the 10 responsibilities of nonprofit boards developed by BoardSource, the premier resource for nonprofit governance.
One topic that we explore is the distinction between the fiduciary roles which are the legal responsibilities and the support roles, which are the same as any other volunteer.
The fiduciary roles are guided by case law and guide board members to operate in the best interest of the organization, remain loyal to its mission and oppose operating in their own interest or in the interest of the CEO/Executive Director they supervise.
The support roles include: acting as an ambassador, ensuring resources, offering expertise and contacts and good old, “roll up your sleeves” volunteering.
To have a little fun with what many often perceive as a painfully boring topic, I approach the topic asking, “What Hat Are You Wearing? This can give board members a visual cue if they are starting to exert authority, or be directive in an area that is really outside their fiduciary governance role.
A few months ago, I had the opportunity to deliver this training for the first time in Spanish to a U.S.-Mexican nonprofit. The organization is bi-national, legally incorporated in both the United States and Mexico so this training was to help board members understand what their roles and responsibilities were for the U.S. legal entity.
The three hats “sombreros” that Board Members wear are:
Governance Hat: This is the only hat that carries legal authority. It is worn only when in a properly called board or committee meeting with a quorum. Decisions on behalf of the organization are only made wearing this hat. The CEO is accountable to governing policies set by the board.
Volunteer Hat: This hat has no legal authority. It goes on when leaving a board or committee meeting. It is worn when advising the CEO. It is worn when fundraising, when helping staff, either alone or in a group, and often under the supervision of the staff.
Implementer Hat: This hat carries limited authority and is seldom worn. It is seldom worn because staff usually implement board policies. When it is worn, a board resolution gives a board member authority to implement a specific board action. When that action is completed, the hat is removed. One example where this hat might be worn, is if an organization is considering purchase of a new property and there is a board member that has real estate expertise. As long as the board member is given authority to operate on behalf of the organization without personal benefit, she could take on a role to negotiate the transaction. And when the transaction is completed, she removes this hat.
Are you having difficulty figuring out what sombrero you should be wearing? Contact Mary today to explore how to move your organization and board to greatness!
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