All Boards are Governance Boards

“Good governance requires the board to balance its role as an oversight body with its role as a force supporting the organization.” [1]

I have sat on both sides of the boardroom table – as a staff person reporting to a board and as an elected board member. I have worked with numerous boards throughout my career and have conducted assessments, written policy manuals, organized orientations, and designed tools for boards to clarify their responsibilities and be as effective as possible. During this time, I have had many conversations with nonprofit organizations about the different types of boards that exist, and which model may be right for them.

One of the things I have realized is that there is a general misunderstanding of what governance means, what the roles of a Board of Directors are, and the best way to manage the relationship with the Board’s staff person. Often language gets in the way and I have spent time clarifying the words that I use so that those I work with have an understanding going into our work together.

I use the following definitions as guidelines to help with that clarification.

Governance – the “systems and processes required to lead an organization”[2]; governance has three dimensions: authority, decision-making and accountability[3]; in a nonprofit organization, governance is led by a Board of Directors

Board of Directors – individuals who are elected or appointed to govern the organization in compliance with the organization’s registration (provincial or federal) and the organization’s bylaws; the board is the ultimate overseer, decision maker, and accountability holder for the organization

Governance Board – all boards are governance boards – boards govern organizations; this is not a specific model

Policy Board – all boards work with policy; this is not a specific model

Policy Governance – Policy Governance (trademarked) is a detailed philosophy and system of governing, often called the “Carver Model”, which clearly defines the roles and responsibilities of the board and its staff person. It considers governance from a nested approach through four policy categories: Ends, Executive Limitations, Board-Executive Relationship, and Governance Process.

Strategy Board – a model of governance that is focused on the strategic direction of the organization and ensuring resources are available to achieve the vision; usually has a paid staff person who is tasked with managing the operations of the organization

Working Board / Operational Board / Hands-On Board – a model of governance that requires board members to conduct the business of the organization; there is usually no paid staff reporting to the board

Advisory Board – a group of individuals appointed by a parent organization such as a municipality or post-secondary institution; typically there is no decision-making authority, though there may be accountability requirements

[1] Boardsource. The Source: Twelve Principles of Governance That Power Exceptional Boards. (Washington, DC:  Boardsource. 2005): Preamble.

[2] Crystal Willie, Standard Practices Handbook for Museums, 3rd edition, (Edmonton: Alberta Museums Association, 2014): 60.

[3] Institute on Governance, Defining Governance, retrieved from: