Oops! Executive Director vs. Board: Whose Job Is It Anyway?

roles and responsibilities Jun 25, 2024
Oops! Executive Director vs. Board: Whose Job Is It Anyway?


So what exactly is the board's role? And the Chief Executive Officer? Fuzzy or unclear Board and CEO/Executive Director roles can hold you back and lead to continuing friction. And trust me, each complains about the other. There are black and grey areas and then the proverbial “grey” areas of mutual responsibility. Time to clarify!

The Executive Director wants to respect the Board’s governance role but also needs autonomy to lead. And the Board too often wants to weigh in on day-to-day operations in a way that feels like micromanaging. Where should you draw the line between one role and the other? How can you build a partnership based on trust, not turf wars?


Defining the Roles: The Board vs. The Executive Director


Board of Directors Responsibilities

The Board is responsible for governance (and thus organizational leadership) through four unique roles:

  • Setting strategic direction and oversight on behalf of the community;
  • Establishing and maintaining a constructive partnership with the Chief Executive Officer;
  • Ensuring sustainable resource so the agency can achieve its mission;
  • Evaluating and auditing financial and programmatic results (confirming it is done and reported).


This means approving the budget, mission and vision, and organizational policies. Board members should avoid micromanaging and interfering in daily management as it just confuses who is accountable. Board members are not involved in program delivery or staff supervision. They do, however, evaluate the performance of the Chief Executive Officer according to policy and against strategic and annual work plans and measures.


Executive Director Responsibilities

The Executive Director, as the Chief Executive Officer and the Board’s only employee and direct report, oversees the organization's day-to-day operations. This includes managing staff, implementing plans and programs, and monitoring the budget.

The CEO is accountable to the Board for ensuring the agency achieves its mission and goals.

The CEO develops community profile and partnerships and provides support to the Board for its unique responsibilities.

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And shared?

There are so many of those grey areas. But someone needs to take the lead. For example:

  • Board composition and recruitment (the Chair or Chair of the Governance Committee);
  • Strategic planning (the Chair or committee chair with strong input and support from the Chief Executive Officer);
  • Board engagement (the Chair);
  • Program review and assessment (the Chief Executive Officer)
  • Fundraising (definitely shared); who is in charge of which components?


So you need to have the conversation to clarify, record and hold the relevant party accountable.

In some cases, policies will be needed, such as on levels of expenditure without Board approval and criteria for sponsorships.


Problems arise when there are unclear expectations or a lack of trust.


With open communication, clearly defined policies, and mutual understanding of each other's responsibilities, an ED and board can successfully navigate these areas of overlap. A strong, collaborative partnership will help ensure the organization thrives.


Questions you need to ask – meaning a conversation is necessary! 

Where do we have blurred boundaries or lack of clarity in roles?
What steps will we take to clarify the line between roles?
How will we hold each other accountable for fulfilling our roles?


What would you add? Where do you need more clarity?

What advice would be most helpful to you?
And we always assume that you are asking for a friend!


Get in touch. We’ll address your questions and concerns in an upcoming blog post.



Need More Clarity?

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P.S. May I ask a tiny favour? Would you mind sharing this blog with one person? I would love it. You can post the links in your Facebook Groups, LinkedIn or even send an email.

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