Board roles

The difference between board and staff members

There can be a wide variation among boards in the level of board member involvement in the management of the organisation, depending on the size and funding of the organisation.  Large, well-funded organisations often have paid staff members who take care of day-to-day management.  In these organisations, board members focus on high-level issues while leaving operational issues to staff.

Many organisations operate on a much smaller scale.  A board member for a smaller organisation may well be expected to take on day-to-day management tasks in addition to playing a more high-level, strategic role. Volunteers may also perform duties that would otherwise be performed by paid staff.

The following lists the distinction between board and staff responsibilities.  In organisations with no paid staff, board members will often take on many or all staff responsibilities as well.

 The board:

  • Authorises all major decisions
  • Sets long-term goals
  • Finalises budgets and allocates funds
  • Approves any changes or additions outside the budget
  • Takes responsibility for financial records
  • Selects and monitors the performance of the executive director (who may or may not be a paid employee)
  • Takes responsibility for legal and compliance matters

The staff:

  • Carry out day-to-day management
  • Implement board decisions
  • Provide the board with any relevant or requested information
  • Employ, dismiss and manage staff and volunteers
  • Operate programmes and organise events
  • Look after day-to-day finances
  •  

Different roles on boards

Most boards have a group of office holders. These will most likely include a chair, deputy chair, a secretary and treasurer. Their roles are described below. Those boards with committees or sub-committees may also have committee chairs. Appointment procedures for the different office holders should be outlined in the board’s rules.

A director: A director holds a directorship, which is primarily a governance role, with a strategic focus.  There are different types of directors in New Zealand:

  • Executive/non-executive director:  An executive director of a company holds an executive position within that company. Executive directors tend to be full-time employees of the company who are also directors.  Executive directors can provide great depth of company knowledge for a board's deliberations.  A non-executive director holds no such company position.
  • Independent director: Independent means independent of management and free from any business or other relationship or circumstance that could materially interfere with the exercise of a director’s independent judgement.  For example, a director would not be independent if they have recently been employed by the company or have a contractual relationship with the company (other than as a director), or if they are related to a major shareholder. Note that a non-executive director is not necessarily an independent director but that all independent directors are non-executive directors.

The board chair:  The chair serves as the board’s spokesperson and takes a leading role in the functioning of the board. The chair is also responsible for managing board meetings, ensuring they do not stray too far from the prepared agenda and that members stay within the meeting rules.  Some chairs are also given an additional casting vote, which can give them important directional power.  In larger boards, they will also act as a link between the board and the executive director, who in turn acts as a link to staff and volunteers.

The deputy chair:  Many boards appoint a deputy chair to support the chair in her many tasks and to fill in when the chair is absent.  The deputy chair is also expected to play a major role in board leadership.

The committee chair:  Larger boards often establish committees or sub-committees to concentrate on specific areas, such as governance, budget and finance, or public relations.  Committee chairs are responsible for overseeing the committee, managing its meetings, and reporting and making recommendations to the board chair or full board.

The secretary and treasurer:  In general, the secretary is responsible for tasks such as preparing and distributing meeting agendas, ensuring meeting minutes are taken, and legal compliance.  The treasurer is responsible for monitoring the financial position of the organisation and keeping other board members abreast of financial matters.