Board vs Staff: Who’s Actually in Charge?

Here’s a scenario every grassroots NPO will recognise: the board chair also runs the feeding scheme on Tuesdays, the treasurer does the bookkeeping herself, and the “staff meeting” and the “board meeting” are, suspiciously, the exact same four people sitting around the exact same kitchen table. So who’s actually in charge?

The theory: governance vs management

In a textbook world, the board governs and the staff manages. The board sets strategy, approves budgets, oversees risk, and holds the organisation accountable to its funders and beneficiaries. Staff — paid or volunteer — execute the day-to-day work: running programmes, managing beneficiaries, paying the bills, answering emails. The board asks “are we doing the right things, and are we doing them properly?” Staff answer “here’s how it’s actually getting done.”

Where this breaks down is when the board starts directing operational detail (which staff member should handle a specific donor call) or when staff start making governance-level decisions (signing a major funding agreement without board approval). Both directions of overreach cause real damage — the first drains staff morale and slows everything down, the second exposes the organisation to decisions nobody with proper authority actually approved.

The nuance grassroots NPOs actually live with: the working board

Here’s the bit most governance guides skip over. In a well-resourced NPC, this board/staff line is clean because there are staff. In a grassroots NPO, the board members frequently are the staff — they’re the ones physically running the soup kitchen, managing the volunteers, or doing the bookkeeping, because there’s no budget to hire anyone else. This is called a working board, and it’s not a governance failure — it’s often the only way a small organisation gets anything done at all.

The trick with a working board isn’t to pretend the overlap doesn’t exist. It’s to be deliberate about which hat you’re wearing, and when:

• Separate the conversations, even if the people are the same. When the same four people meet to plan Tuesday’s feeding scheme logistics, that’s operational — no minutes required beyond a task list. When those same four people meet to approve the annual budget or a major donor agreement, that’s governance — it needs an agenda, minutes, and a resolution.
• No one signs off on their own work. If a working board member is also the person handling petty cash or approving their own reimbursements, you have a conflict of interest baked into the structure. Build in a second signature or a peer review, even if it feels like unnecessary admin for a five-person organisation.
• Recruit at least one or two non-working board members if you possibly can. Someone who isn’t in the operational trenches day-to-day brings a genuinely useful outside perspective, and can ask the “wait, why do we do it this way?” question that’s hard to ask about your own Tuesday routine.
• Review the split as you grow. A working board is often a phase, not a permanent structure. As an organisation gains funding and can hire staff, it’s healthy to deliberately transition board members out of operational roles and into pure oversight — even though that transition can feel uncomfortable for founders who built the thing with their own hands.

Why the distinction still matters, even when it’s blurry

Funders, auditors, and SARS don’t care that your board is small and stretched thin — they still want to see evidence that decisions were made by the right people, in the right capacity, with the right paper trail. A working board that’s clear about which hat it’s wearing at any given moment can absolutely satisfy this. A working board that’s never thought about the distinction at all is a governance risk waiting to surface at the worst possible time — usually during a funder audit or a dispute between members.

The bottom line

Board governs, staff manages — and in a grassroots NPO, those might be the same four exhausted people. That’s fine, as long as everyone’s clear about which conversation they’re having and when. Wear the governance hat deliberately, minute the decisions that need minuting, and don’t let anyone mark their own homework.