Understanding Governance, Advisory, and Working Boards
Nonprofits rely on boards of directors for leadership and guidance to achieve their mission. However, there are several models of board structure and engagement, each suited to different organizational needs and stages. The three primary types are governance boards, advisory boards, and working boards. Understanding the distinctions between these options helps nonprofits determine which board model provides the best support for their goals and priorities.
Governance Boards
A governance board holds legal and fiduciary responsibility for an organization. Governance board members are elected or appointed to oversee finances, set strategic direction, monitor programs and impact, and ensure compliance with laws and bylaws. They hold significant authority and accountability as stewards of the organization's mission. Governance boards are common for most mid-size to large nonprofits. Smaller organizations or new nonprofits may start with an advisory or working board and transition to governance as they mature.
Key attributes of a governance board include:
Legal and financial accountability for the organization as established by state requirements and bylaws. This includes fiduciary duties of care, loyalty, and obedience to the nonprofit's mission.
Responsibility for strategic planning to chart the organization's direction. The board approves plans, monitors progress, and makes adjustments as needed to achieve key priorities.
Oversight of programs, operations, and results to ensure efficiency, effectiveness, compliance, and alignment with the mission. The board monitors budget, risk, outcomes, and impact.
Recruiting and evaluating the chief executive. The board hires, provides feedback, determines compensation, and if necessary, terminates the executive director or CEO.
Approving key policies related to programs, operations, finance, governance, and other issues that shape how the organization functions.
Fundraising support through personal donations, advocacy to attract donors and sponsors, and participation in development campaigns and events.
Advisory Boards
Advisory boards provide input and recommendations rather than governance oversight. Members offer their expertise and perspectives to support the leadership team and staff in an unofficial mentoring capacity. Advisory boards have no legal responsibility or authority. They serve at the pleasure of the organization and can be dissolved at any time.
Key attributes of an advisory board include:
Providing advice and insight on issues brought to the board without official power or votes. Recommendations are voluntary for the leadership team to consider or reject.
No legal or financial responsibility for the organization. Members are not stewards or fiduciaries but act as informal advisors.
Recruiting is based primarily on professional expertise, skills, and experience that will benefit the organization in an advisory capacity. There are no official terms of service.
No compensation for advisory board service as members volunteer their time and counsel without expectation of payment.
Working Boards
Working boards have a hybrid structure with both governance oversight and hands-on support for programs or operations. Members are actively involved in the day-to-day functioning of the organization, not just high-level leadership. Working boards suit smaller nonprofits or mission-driven startups where the additional help and expertise make a greater impact, especially in areas of finance, legal compliance, or other technical domains.
Key attributes of a working board include:
Sharing governance responsibilities for strategy, oversight, and accountability with more direct program or operational support. Members contribute active labor, not just leadership.
Recruiting members willing and able to commit additional time for program, administrative, or other support beyond a standard board role. Required expertise and job functions vary depending on organization's needs.
Potentially providing compensation or benefits for the time and skills board members contribute to operational functioning. If members essentially act as part-time staff, consideration is reasonable.
Higher engagement and responsibility that requires a strong commitment to the mission and community served. Service is hands-on rather than strategic alone.
In summary, nonprofit boards offer necessary leadership and guidance, but structures vary based on the organization’s maturity, needs, and goals. By understanding the differences between governance, advisory, and working boards, nonprofits can determine which model provides the optimal support to achieve their vision for impact and community benefit. Choose wisely, build your board well, and watch your cause progress with strong and dedicated leadership.
