The table below contrasts the roles of the board, executive director, and staff (including volunteers) in a typical not-for-profit organization (this structure is common in for-profit organizations too, with the person in charge called ‘president’).

Board members are typically part-time and donate their time. Often they have subject-area experience, for example a legal or financial background. They work with macro parameters that reflect organizational success. They hire and rely upon the Executive Director to prepare plans, policies, budgets, etc, for their consideration and approval – they don’t have time or detailed knowledge of the organization to do that work themselves, but collectively have the experience to recognize and approve plans and strategies that will move the organization toward its goals.

The table below is courtesy of BOARDWALK: Board Development for Community Organizations, a volunteer Board Development program of the United Way Ottawa-Carleton, in co-operation with the YMCA-YWCA of Ottawa.

BOARD	EXECUTIVE DIRECTOR	PEOPLE REPORTING TO ED (staff and volunteers)
Is accountable and legally responsible for the organization	Manages day-to-day operations of the organization	Carries out the work of the organization
Promotes the organization in the community	Seeks community support and understanding	Represents ('interfaces') the organization to the community
Interprets the community to the organization	Identifies needs the organization can meet	Understands the clients and the organization
Determines long and short term plans and ensures the means to carry them out	Drafts long and short term plans	Contributes concise and accurate information to the planning process
Establishes a structure to carry out the Board's work	Is an ex-officio member of all Board committees	Assists the Board committees with their work
Sets personnel policy; hires, counsels and evaluates Executive Director	Implements personnel policy; hires, supervises and evaluates staff	Accepts conditions of work as outlines in personnel policy; works as a profession in the team
Sets budget and ensures sufficient funds to meet it	Prepares budget with Treasurer and manages the money	Identifies resource needs and accounts for expenditures
Approves/sets policies (see comment below)	Formulates/recommends policies	Identifies policy gaps and implementation pitfalls
Ensures procedures are established to implement policy	Directs policy implementation and administers the organization	Makes decisions within the policy guidelines and established procedures
Serves as a review panel, providing expertise, wisdom and an objective viewpoint	Provides professional expertise and objective reactions to the Board	Provides professional expertise and objective reactions to the Board and Executive Director
Maintains and builds Board	Supports the Board in fulfilling its role	Stimulates and educates the Board
Monitors the organization's operations	Reports to the Board and acts as liaison between Board and staff	Maintains required records and reports on program implementation
Evaluates the organization's operations	Evaluates program achievements	Provides feedback on program impact

Comments: “Approves/sets policies” invites board members to indulge in the nearly irresistible urge to dabble and micro-manage. If it’s hard to draw the line between policies that should be set/approved by the board and those that should be left to the ED, then maybe “policy approval” can cause more distraction and division than it’s worth. Instead, the board can shape what the Executive Director does by describing a general vision for the organization, and then give the Executive Director latitude to develop appropriate policies within that context. The board can stay away from details and instead track progress by monitoring key macro parameters.