When Governance Becomes Control

When Governance Becomes Control: What Happens When Nonprofit Boards Overstep

By Dr. James "Jim" Sartain

Nonprofit boards are the stewards of mission, strategy, and resources. Their primary duty is to guide the organization through oversight, ensuring accountability while empowering executive leadership to operate effectively. But too often, the line between governance and management blurs. When board members cross that line, it can lead to confusion, conflict, and long-term damage to the organization.

Research consistently shows that dysfunctional boards are more common than functional ones in the nonprofit sector, making this a critical issue for organizational effectiveness (Cornforth, 2012). Understanding where governance ends and management begins has never been more important for nonprofit success.

Understanding the Boundaries

Governance involves setting strategic direction, approving budgets, evaluating the executive director or CEO, and ensuring compliance with legal and ethical standards. According to the National Council of Nonprofits, "Board members are the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal management policies and ensuring adequate resources" (National Council of Nonprofits, 2023).

Management, on the other hand, involves executing strategy, managing teams, and overseeing day-to-day operations. When board members begin directing staff, questioning internal decisions at a granular level, or bypassing leadership to influence programs, they are no longer governing—they are managing.

This boundary confusion creates what governance experts call "role ambiguity," which research shows significantly impacts organizational performance and executive effectiveness (Miller-Millesen, 2003). The distinction isn't always clear-cut, but maintaining awareness of these boundaries is essential for organizational health.

Why Overreach Happens: The Good Intentions Trap

Overreach is often rooted in good intentions. Board members may believe they are helping during a crisis or trying to speed up outcomes. Sometimes, members with previous executive experience feel compelled to "fix" issues themselves. Research indicates that micromanagement often signals unmet board member needs: "If these needs aren't satisfied, board members may withdraw or, worse, engage in non-productive activities, such as micromanaging" (Carver, 2006).

I recently observed a board where well-intentioned members, concerned about organizational challenges, began inserting themselves into operational decisions. What started as helpful suggestions quickly evolved into detailed directives about staff assignments and program implementation, creating confusion and undermining the executive's authority. This pattern reflects what governance literature identifies as the "helping trap"—when boards confuse involvement with interference (Chait et al., 2005).

Several factors contribute to this dynamic:

Crisis Response: During organizational challenges, board members may feel compelled to take direct action rather than supporting executive leadership through the crisis.

Expertise Assumption: Board members often bring professional expertise that makes them believe they know how to solve operational problems better than staff.

Accountability Confusion: Boards may conflate their responsibility for organizational outcomes with the need to control operational processes.

Communication Gaps: Poor communication between board and staff can lead to board members seeking information through direct staff contact rather than through executive leadership.

However, this behavior causes significant harm. It undermines leadership, demoralizes staff, and dilutes accountability. When a board micromanages, research shows it is the chief executive who is most negatively impacted, as "CEOs become strapped and strained in executing the mission" (BoardSource, 2017).

The Cost of Overreach: Real Organizational Consequences

The organizational consequences of board overreach extend far beyond immediate operational confusion. In the situation I observed, several predictable patterns emerged that mirror research findings:

Strategic Paralysis: Innovation stalled as staff waited for board approval on routine decisions. What should have been agile responses to emerging opportunities became lengthy committee deliberations about tactical details. Programs that could have launched within weeks required months of board discussion.

Executive Effectiveness: The executive director began second-guessing decisions that were clearly within their purview, creating a cycle of decreased confidence and increased board intervention. Simple personnel decisions became board agenda items, and routine vendor selections required committee approval.

Staff Demoralization: Team members reported feeling caught between competing authorities, unsure whether to follow executive direction or anticipate board preferences. Several high-performing staff members began questioning their career prospects within an organization where decision-making authority was unclear.

Mission Drift: Energy that should have focused on programmatic outcomes was redirected toward managing internal governance conflicts. Board meetings shifted from strategic discussions about community impact to operational problem-solving sessions.

Resource Inefficiency: Duplicate oversight processes emerged as both board committees and staff management systems addressed the same operational issues from different perspectives.

These outcomes align with BoardSource research showing that boards which fail to maintain appropriate boundaries consistently underperform in both governance effectiveness and organizational outcomes (BoardSource, 2021).

Red Flags: Recognizing the Warning Signs

Recognizing the warning signs of board overreach is essential for early intervention:

Direct Staff Management:

• Board members giving instructions directly to staff
• Bypassing the executive director for operational information
• Attending staff meetings without executive invitation
• Making decisions about day-to-day operations

Personnel Interference:

• Involvement in hiring decisions below the executive level
• Requesting detailed personnel files or performance reviews
• Attempting to resolve staff conflicts directly
• Influencing staff assignments or job descriptions

Program Micromanagement:

• Dictating specific program delivery methods
• Requiring approval for routine program decisions
• Questioning individual client or participant interactions
• Making demands about program locations or timing

Financial Overcontrol:

• Requiring approval for expenses within approved budgets
• Second-guessing routine financial management decisions
• Bypassing established financial procedures
• Making vendor selection decisions

Communication Breakdown:

• Holding informal meetings that exclude the executive
• Creating information channels that bypass leadership
• Requesting detailed reports that duplicate existing systems
• Making organizational announcements without executive input

These warning signs became painfully evident in the recent situation I observed, where board members began holding informal strategy sessions without the executive director, then presenting predetermined solutions as board directives. The result was strategic initiatives that looked good on paper but were disconnected from operational realities and staff capacity.

Strategies to Rebalance Roles: Practical Solutions

Addressing board overreach requires diplomacy, structure, and sustained commitment to role clarity:

Governance Education and Orientation:Regular board orientation and ongoing governance training help maintain boundary awareness. Research shows that boards with structured governance education programs demonstrate significantly better role clarity (Herman & Renz, 2008). This education should be ongoing, not just for new members, and should include:

• Clear role definitions and expectations
• Case studies of effective vs. ineffective governance
• Regular refreshers on governance best practices
• Discussion of current governance challenges

Document Review and Clarification:Bylaws and job descriptions should clearly delineate board and executive responsibilities. This documentation provides objective reference points during boundary disputes. Key documents should include:

• Board member job descriptions with specific role boundaries
• Executive director evaluation criteria focused on appropriate outcomes
• Committee charters that define scope and authority
• Communication protocols for board-staff interaction

Structured Communication Channels:Establish formal processes for board input on operational matters while preserving executive decision-making authority. This might include:

• Regular executive reporting that anticipates board information needs
• Structured committee processes for board input on specific issues
• Clear escalation procedures for unusual situations
• Regular board-executive feedback sessions

Strategic Focus Development:Encourage boards to ask "why" and "what if" rather than "how" and "when." Strategic oversight involves evaluating outcomes and directions, not dictating methods. Practical approaches include:

• Board meeting agendas focused on strategic questions
• Dashboard reporting that emphasizes outcomes over processes
• Annual strategic planning processes that engage boards appropriately
• Regular evaluation of organizational effectiveness rather than operational efficiency

Performance Metrics and Accountability:BoardSource research indicates that boards which trust their executive directors and focus on strategic governance and fundraising tend to see stronger organizational performance and sustainability (BoardSource, 2023). Effective boards establish:

• Clear performance metrics tied to mission achievement
• Regular executive evaluation processes
• Organizational outcome measurement systems
• Board self-evaluation processes

Address Underlying Concerns:Often, overreach stems from legitimate concerns about organizational performance or direction. Creating structured ways to address these concerns can redirect energy productively:

• Regular strategic discussions about organizational direction
• Transparent reporting on organizational challenges
• Structured processes for board input on major decisions
• Clear communication about organizational capacity and constraints

Case Study: When Good Intentions Go Wrong

A well-established social service nonprofit facing funding challenges saw several board members with corporate backgrounds volunteer to "help get things back on track." Initially, their involvement seemed beneficial—they brought fresh perspectives, offered to leverage their networks, and provided expertise in areas where the organization needed strengthening.

However, within six months, these board members began:

• Attending staff meetings to "provide guidance" on operational issues
• Requiring pre-approval for routine operational decisions previously delegated to staff
• Bypassing the executive director to communicate directly with program staff about service delivery
• Creating informal subcommittees to address operational issues without executive involvement
• Questioning day-to-day management decisions in board meetings

The result was predictable: the executive director's authority eroded as staff became uncertain about who had decision-making power. Staff became confused about reporting relationships, with some receiving conflicting direction from board members and executive leadership. Decision-making slowed dramatically as routine choices required board committee approval. Innovation ceased as everyone waited for board direction on matters previously handled at the staff level.

The human cost was significant. Two experienced program managers left for positions with clearer governance structures. The executive director began questioning their own effectiveness and considered resignation. Client services suffered as staff energy focused on internal governance conflicts rather than program delivery.

Recovery required months of intentional boundary restoration, including:

• Comprehensive governance training for all board members
• Revised committee structures with clear authority limits
• Explicit reestablishment of executive director authority
• New communication protocols separating governance from management issues
• Regular board self-evaluation processes to monitor role boundaries

Some talented staff members had already left, strategic momentum was significantly damaged, and community relationships required rebuilding. The organization eventually recovered, but the costs in human capital, organizational effectiveness, and mission impact were substantial and largely avoidable.

Prevention: Building Sustainable Governance Systems

The most effective approach to board overreach is prevention through structural clarity and ongoing attention to governance health:

Clear Role Definitions:Job descriptions for both board members and executives should explicitly outline decision-making authority and communication protocols. These should be:

• Specific about what decisions require board approval
• Clear about communication channels and reporting relationships
• Updated regularly to reflect organizational growth and change
• Reinforced through orientation and ongoing education

Regular Governance Assessment:Annual evaluation of board effectiveness should include specific questions about role boundaries and governance practices. Assessment should cover:

• Board member satisfaction with their role and contribution
• Executive director feedback on board support and appropriate boundaries
• Staff perceptions of governance clarity and effectiveness
• Organizational outcome achievement relative to governance processes

Executive Support and Development:Boards should ensure their executives have the resources, authority, and support needed to manage effectively, reducing the temptation for board intervention. This includes:

• Adequate compensation and professional development opportunities
• Clear performance expectations and regular feedback
• Sufficient administrative support and operational resources
• Professional networks and peer learning opportunities

Strategic Focus Maintenance:Board meetings should center on strategic questions, outcome evaluation, and future planning rather than operational problem-solving. Practical approaches include:

• Structured agenda formats that prioritize strategic discussion
• Regular review of mission achievement and community impact
• Forward-looking planning processes that engage board expertise appropriately
• Clear distinction between information sharing and decision-making items

Organizational Culture Development:Building a culture that values appropriate governance boundaries requires ongoing attention and reinforcement:

• Regular communication about governance principles and their importance
• Recognition and celebration of effective governance practices
• Transparent discussion of governance challenges and solutions
• Integration of governance health into organizational planning and evaluation

Conclusion: The Path Forward

Strong governance depends on mutual respect between the board and leadership. Boards must recognize the value of their oversight role without overstepping into operations. Research consistently demonstrates that organizations with clear governance boundaries outperform those with role confusion across multiple metrics including financial performance, mission achievement, and stakeholder satisfaction (Ostrower & Stone, 2010).

When governance and management roles became blurred in the organization I observed, the predictable happened: innovation stalled as staff waited for board approval on routine decisions, strategic thinking gave way to tactical firefighting, and talented executives began questioning their effectiveness and autonomy. The path back to effective governance required acknowledging that good intentions are insufficient—clear boundaries, ongoing education, and mutual respect are essential for nonprofit success.

The investment in maintaining appropriate governance boundaries pays significant dividends. Organizations with effective governance structures report higher staff satisfaction, better financial performance, stronger community relationships, and more effective mission achievement. Board members in these organizations report greater satisfaction with their contribution and clearer understanding of their value to the organization.

When governance and management are properly aligned, nonprofits are free to flourish, innovate, and stay mission-focused. The community benefits when organizations can focus their energy on external impact rather than internal governance conflicts. The social sector as a whole strengthens when individual organizations model effective governance practices that others can emulate.

The choice is clear: invest in governance clarity and boundary maintenance, or accept the costs of role confusion, organizational dysfunction, and diminished community impact. For organizations committed to maximizing their social impact, effective governance isn't optional—it's essential.

References

BoardSource. (2017). L

eading with intent: 2017 national index of nonprofit board practices. BoardSource.

BoardSource. (2021). Board governance practices: Trends and insights from leading nonprofits. BoardSource.

BoardSource. (2023). Governance as stewardship: Building sustainable nonprofit leadership. BoardSource.

Carver, J. (2006). Boards that lead: When to take charge, when to partner, and when to get out of the way. Jossey-Bass.

Chait, R., Ryan, W. P., & Taylor, B. E. (2005). Governance as leadership: Reframing the work of nonprofit boards. BoardSource.

Cornforth, C. (2012). Nonprofit governance research: Limitations of the focus on boards and suggestions for new directions. Nonprofit and Voluntary Sector Quarterly, 41(6), 1116-1135.

Herman, R. D., & Renz, D. O. (2008). Advancing nonprofit organizational effectiveness research and theory: Nine theses. Nonprofit Management and Leadership, 18(4), 399-415.

Miller-Millesen, J. L. (2003). Understanding the behavior of nonprofit boards of directors: A theory-based approach. Nonprofit and Voluntary Sector Quarterly, 32(4), 521-547.

National Council of Nonprofits. (2023). Board governance and oversight. Retrieved from https://www.councilofnonprofits.org/running-nonprofit/governance-leadership/board-governance-and-oversight

Ostrower, F., & Stone, M. M. (2010). Moving governance research forward: A contingency-based framework and data application. Nonprofit and Voluntary Sector Quarterly, 39(5), 901-924.