I just prepared this brief summary of the roles a board member plays for a board I chair. For more on it read everything Bob Andringa ever wrote.
The Three Hats of a Board Member
Bob Andringa (http://www.theandringagroup.com/pages/bob_andringa) is the source of this helpful concept for how board members can better understand the various ways they function in an organization.
Every member of the Board of Directors needs to have a clear understanding of the three hats they wear:
Governance (Director) Hat:
-carries the legal authority to govern the organization
-only worn during an official board or committee meeting
-decisions of the board have authority over CEO and entire organization
-responsible to act with the best interests of the organization at heart
-board must speak with one voice outside of meetings
-worn when acting on behalf of a specific instruction of the board
-carries board authority within the established parameters of the decision
-generally the least frequently worn hat
-carries no board authority
-worn during all interaction with the organization apart from board meetings and Implementor situations
-subordinate to staff and CEO
-suggestions and concerns must follow proper channels of communication
-welcome to offer assistance, but should not always expect to be agreed with
This is one of the simple and powerful things that boards need to understand and follow. If we are able to keep this in mind we can eliminate a great deal of pointless conflict and confusion for the board and the staff.
It is always the board member’s responsibility to know and to communicate which hat we are wearing. Many staff and volunteers may not immediately grasp these distinctions and may tend to treat us as having authority when we are actually functioning as volunteers. I’ve not seen this as a frequent problem at Absolute.org, but as we move forward as a board we will al benefit from this being clear.