Working Board vs. Governing Board: Understanding Roles

Every nonprofit has a board, but not every board operates in the same manner. Some are intensely hands-on, while others focus on high-level oversight and management.

These two models are often described as a working board vs. a governing board. The distinction is more than just a matter of semantics. It shapes how decisions are made, how responsibilities are divided, and how sustainable an organization will be over the long term.

The Working Board

Most nonprofits start with a working board. Picture a small group of dedicated individuals gathering around a kitchen table or at a local coffee shop. With no paid staff, the board members wear every hat: they balance the books, write the grant applications, manage social media, and sometimes even deliver services directly.

This model makes sense in the early years. Without it, many grassroots organizations would never get off the ground. But there are trade-offs. When directors are deeply involved in operations, monitoring finances, setting policy, and ensuring legal compliance often takes a back seat.

Burnout is common, and growth can be challenging without paid staff to take over day-to-day tasks. While it is admirable to run a purely volunteer organization, it is rarely sustainable in the long run.

The Governing Board

A governing board looks very different. Here, the board steps back from operations and focuses on oversight. Their job is not to “do the work” but to make sure the work gets done. That means hiring, supporting, and evaluating the executive director. It involves approving budgets, reviewing financial statements, establishing policies, and evaluating organizational performance.

Board members in this model ask strategic questions: Do we have adequate reserves? Are our programs aligned with our mission? Are we complying with the law? The governing board acts as steward of the mission and protector of the organization’s assets.

The risk here is passivity. A governing board that confuses oversight with rubber-stamping can fail to catch financial or compliance problems until it’s too late.

The Transition

Shifting from a working board to a governing board is one of the most challenging transitions for a nonprofit. It requires:

• Clarifying roles – Updating bylaws and board job descriptions to emphasize fiduciary duties.
• Orienting directors – Training board members on governance versus management.
• Recruiting strategically – Prioritizing directors with skills in finance, fundraising, and strategy over those willing to “do tasks.”
• Building staff capacity – Hiring employees as soon as resources allow, and resisting the urge to rely on the board for operational support.

For many organizations, the cultural shift is more complex than the structural one. Longtime directors may struggle to relinquish tasks they once handled themselves, and founders may resist sharing authority. Intentional planning can make the difference between a smooth transition and a fractured board.

Signs Your Board is Stuck

• Your board meetings focus on planning events or fixing operational details instead of reviewing strategy or compliance.
• Board members feel burned out because they are serving as unpaid staff.
• New directors are confused about their role because job descriptions are vague or nonexistent.
• Staff complain that the board micromanages their work.
• Important oversight tasks, such as reviewing financial statements, often receive little attention.

If you see these warning signs, it’s time to ask whether your board is operating in the optimal mode for your stage of development.

Why the Working Board vs. Governing Board Distinction Matters

A nonprofit that clings to the working board model for too long risks stalling out. Funders may question whether the organization is professionalized enough to handle larger grants. Talented executives may avoid jobs where the board hasn’t learned to govern.

On the other hand, a governing board that forgets to engage can leave the organization vulnerable to compliance failures and mission drift.

The healthiest organizations regularly revisit board roles. Early on, a working board is often a necessity. As the nonprofit matures, governance must take center stage. The key is being intentional. That is, knowing which model you’re in, which one you need, and how to make the transition when the time is right.

Ellis Carter is a nonprofit lawyer with Caritas Law Group, P.C., licensed to practice in Washington and Arizona. Ellis advises nonprofit and socially responsible businesses on federal tax and fundraising regulations nationwide. Ellis also advises donors concerning major gifts. To schedule a consultation with Ellis, call 602-456-0071 or email us through our contact form.