Should Ceos Be on the Board?

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Should CEOs be on the Board?
By direction of the board, a foundation’s top executive staff person (titled CEO for this discussion) manages all aspects of the organization. CEOs typically oversee the foundation’s money, time and human resources and act as a liaison between the board and staff. Rather than keeping the CEO in a strictly managerial position, some boards award them a role in governance as well, offering the CEO full membership—and in some cases, voting rights—on the board. CEOs who sit on the board hold a position of great privilege but also great responsibility. With an equal voice at the board table, CEOs can enjoy more stature and influence among board members. Yet, at times, they may feel conflicted between the two
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Governance and Management: What’s the Difference? Governance creates the mission, purpose, direction and goals; develops policies on operations, grantmaking, fiscal oversight and investment; and oversees the strategic plan and performance of the entire organization. Management implements the mission, strategic plan and boardapproved policies; attains goals set by Often there is confusion and tension between those who work within an organization daily and those who oversee it. Just as the board should not micromanage the foundation’s day-today operations or staff activities, the CEO should not have too much influence on the board’s decisions and policies. “Simply put, the board should govern and the CEO should manage,” writes executive director Dave Edwards of the San Luis Obispo Community Foundation. “Many of the inefficiencies and misunderstandings in nonprofits occur when the roles of the board and staff become blurred and there is no clear-cut policy on who does what.”

A board that keeps management and governance separate may see more participation and candor from its directors. the board; supervises staff; and directs Some discussions are appropriately held just among the the business of the foundation. board members—without the CEO. As an example, a board member may want to express a concern about a certain staff member, or perhaps two board members disagree on an issue and would prefer to discuss it without the presence of staff.
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