Representative Board Governance: What Role Do Board Directors Have in Representing the Interest of Their Constituents?

Keywords: Governance; Board of directors; Agency theory; Representation; Nonprofits


The current ethos of most nonprofit boards of directors focuses on role clarity between board directors and the executive director. The board’s role is to collectively set strategic direction and provide oversight while leaving day-to-day operations to staff. Yet, many individual directors join a board to make an impact on the organization by addressing very specific operational concerns and/or to represent a stakeholder group, and this creates tension at the board table. This article explores whether there is necessarily a trade-off between the representative and good governance roles of a nonprofit board director. It will demonstrate that the tension between representing member interests and governing nonprofits is a false dichotomy. Reconciling these two interests offers some potential avenues for improved organizational accountability.

Author Biography

Sean Geobey, University of Waterloo
Assistant Professor, School of Environment, Enterprise and Development


Block, S. R. (2014). Teaching a course on nonprofit boards of directors and executive leadership using experiential learning theory and simulations. The Journal of Nonprofit Education and Leadership, 4(1), 25-39.

Bradshaw, P., Hayday, B., Armstrong, R., Levesque, J., & Rykert, L. (2007). Non-profit governance models: Problems and prospects. The Innovation Journal: The Public Sector Innovation Journal, 12(3), 5.

Bradshaw, P., Murray, V., & Wolpin, J. (1992). Do nonprofit boards make a difference? An exploration of the relationships among board structure, process, and effectiveness. Nonprofit and Voluntary Sector Quarterly, 21(3), 227-249.

Broadbent, A., & Gucciardi, F. (2017). You’re it! Shared wisdom for successfully leading organizations from both a seasoned and a first-time CEO. Toronto: Xephyr Press.

Brown, W. A. (2005). Exploring the association between board and organizational performance in nonprofit organizations. Nonprofit Management and Leadership, 15(3), 317-339.

Carver, J. (2006). Boards that make a difference: A new design for leadership in nonprofit and public organizations (Vol. 3). San Francisco: Jossey-Bass.

Chait, R. P., Ryan, W. P., & Taylor, B. E. (2011). Governance as leadership: Reframing the work of nonprofit boards. Hoboken, N.J.: John Wiley & Sons.

Danielson, D. (2017). Local leadership and great governance: We can all make a difference. Saskatoon, SK: Dan Danielson.

Drucker, P. F. (1990). Lessons for successful nonprofit governance. Nonprofit Management and Leadership, 1(1), 7-14.

Drucker, P. F. (2005). Managing the non-profit organization. New York: Routledge.

Fenn, M., & Siegel, D. (2017). The Evolving Role of City Managers and Chief Administrative Officers. Institute on Municipal Finance and Governance.

Gill, M. (2005). Governing for results: A director’s guide to good governance. Victoria, B.C.: Trafford Publishing.

Green, D. P., & Gerber, A. S. (2008). Get out the vote: How to increase voter turnout. Washington, D.C.: Brookings Institution Press.

Hall, M. H., & Reed, P. B. (1998). Shifting the burden: How much can government download to the non–profit sector? Canadian Public Administration, 41(1), 1-20.

Hansmann, H. B. (1980). The role of nonprofit enterprise. The Yale Law Journal, 89(5), 835-901.

Hansmann, H. B. (2013). Ownership and organizational form. In Robert Gibbons & John Roberts (Eds.), The handbook of organizational economics (pp. 891-917). Princeton, N.J.: Princeton University Press.

Herman, R. D., & Renz, D. O. (1997). Multiple constituencies and the social construction of nonprofit organization effectiveness. Nonprofit and Voluntary Sector Quarterly, 26(2), 185-206.

Herman, R. D., & Renz, D. O. (2000). Board practices of especially effective and less effective local nonprofit organizations. The American Review of Public Administration, 30(2), 146-160.

Hirschman, A. O. (1970). Exit, voice, and loyalty: Responses to decline in firms, organizations, and states. Cambridge, Mass: Harvard University Press.

Houle, C. O. (1990). Governing boards: Their nature and nurture. San Francisco: Jossey-Bass Publishers.

Imagine Canada. (2006). National survey of nonprofit and voluntary organizations: The nonprofit and voluntary sector in Canada. Retrieved from

Leduc, R. F., & Block, S. R. (1985). Conjoint directorship: Clarifying management roles between the board of directors and the executive director. Journal of Voluntary Action Research, 14(4), 67-76.

Levasseur, K. (2018). Co-producing accountability? Drawing conclusions from non-profit child care services in Manitoba. Canadian Public Administration, 61(1), 26–44.

Olson, D. E. (2000). Agency theory in the not-for-profit sector: Its role at independent colleges. Nonprofit and Voluntary Sector Quarterly, 29(2), 280-296.

Phillips, S., & Levasseur, K. (2004). The snakes and ladders of accountability: Contradictions between contracting and collaboration for Canada’s voluntary sector. Canadian Public Administration, 47(4), 451–474.

Ricardo-Campbell, R. (1997). Resisting Hostile Takeovers: The Case of Gillette. Greenwood Publishing Group.

Salamon, L. M. (1987). Of market failure, voluntary failure, and third-party government: Toward a theory of government-nonprofit relations in the modern welfare state. Journal of Voluntary Action Research, 16(1-2), 29-49.

Statistics Canada. 2019. " Non-profit institutions and volunteering: Economic

contribution, 2007 to 2017." The Daily. March 5. Statistics Canada Catalogue no. 11-001-X. Retrieved from

Tschirhart, M., & Bielefeld, W. (2012). Managing nonprofit organizations. San Francisco: Jossey-Bass.

von Schnurbein, G. (2009). Patterns of governance structures in trade associations and unions. Nonprofit Management and Leadership, 20(1), 97-115.