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By Monica E. Oss

June 11th, 2011

What is the right role for board members? As a perpetual member of boards of directors, I can tell you there is great disagreement between and among directors and chief executive officers. But, I do like the general advice about the role of the board that our guest columnist, John Greenleaf of McNees Wallace & Nurick, LLC provides – “eyes on, hands off.”

In his piece in the OPEN MINDS newsletter, Non-Profit Governance Primer: Background & Roles of the Board , John talks about the common problem of board members mixing governance and management functions. In his view, day-to-day management is the job of the chief executive officer, while the board has oversight responsibility to ensure that the executive team is doing what it needs to in order to carry out the organization’s mission. The board’s job is to govern—not to manage. Hence, the board should be “eyes on, and hands off.”

With the board limiting its role to oversight and governance at a “high level,” the executive team and the management staff can focus their energies on carrying out the philosophy, mission, strategy, goals and objectives established by the board. Their tasks are to ensure the adequate allocation and flow of funds within the organization to carry out the mission; take steps to ensure the culture of the organization attracts the best and brightest to the organization; hire a good management team and appropriately delegates tasks; ensure appropriate succession planning for the management team; adequately trains staff members; and serve as chief spokesperson for the organization, with a focus on external relations.

A well-functioning board is one that is always well-informed and engaged, but at the same time, not inclined to insert itself too closely into the organization’s day-to-day affairs. The board’s duty is to guide the organization towards the achievement of its mission through high-level oversight of those individuals who carry-out that mission. The organization’s corporate bylaws should carefully define the board’s role, but then the board itself is responsible for ensuring that it stays within those bounds.

If you agree (or disagree) with “eyes on, hands off” policy, I would like to hear from you – and compare notes. You can contact me at


Monica E. Oss
Chief Executive Officer, OPEN MINDS


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