By: Natalie Johnson
The not-for-profit board is one of the least examined power structures in American organizational life. Its members are unpaid, often recruited for the prestige their names lend to a letterhead, and rarely evaluated on anything more demanding than attendance. Meanwhile, the organizations they oversee absorb donor money, government funding, and public trust, all of it exposed to risks that move faster than a quarterly meeting cycle. Dr. Cleamon Moorer, Jr., who leads Eye Care for Michigan, argues that the failure mode is not corruption or incompetence but drift: boards that either hover too far above the work to see it or sink too far into it to govern effectively. His case is that governance quality is a design problem, and most boards have never been designed.
Where the Role Gets Lost
Moorer places strong governance in a narrow band between two familiar failures. On one side sits the ceremonial board. “You have folks that attend meetings: they approve minutes, they hear reports, and then they go home,” he says. On the other sits the board that cannot resist the operational weeds. “Boards should not try to run the organization day-to-day,” he says, describing the “creep” between strategic, tactical, and operational territory that erodes the line between overseeing an executive and doing the executive’s job. Both failures look like engagement. Neither produces accountability.
What sits in the middle is harder work than either extreme. Moorer’s version of the board’s mandate covers protecting the mission, securing the vision, providing oversight, supporting financial sustainability, and holding executive leadership accountable. This means asking executives questions they would rather not field. It also means fluency in the environment the organization operates in: financials, legal and regulatory exposure, risk factors, and outcomes. That has direct consequences for recruitment. Moorer wants boards to stop asking which big names or titles would make them look impressive and start asking the blunter questions. “Who’s going to drive us?” he says. “What type of leaders do we need on the board for this stage in our development? And will those guys keep us accountable?”
From Compliance To Contribution
Most boards measure the wrong thing. Minutes and Robert’s Rules of Order record participation, and participation is not contribution. Moorer does not dismiss the compliance layer. Bylaws, minutes, oversight, annual conflict of interest policies, and audits all matter. But compliance is a floor, and boards that treat it as a ceiling mistake documentation for performance. “Accountability starts when the expectations are explicit and clear,” he says. What is each member responsible for? What do the subcommittees deliver between formal meetings? As he puts it, “How much water are they carrying? What’s in those buckets?”
His remedy borrows from the executive side of the house. If management runs on key performance indicators (KPIs) and operational dashboards, then boards and committees should hold themselves to key performance indicators too, and evaluate their own performance against them. The complication is the one every not-for-profit chair knows: these are unpaid people, and the usual levers do not apply. Moorer frames the question as one of intrinsic reward: the sense of contribution that has to be converted into something the organization can use. He lays out the sequence plainly: define the expectations, assign the ownership, measure the contribution, evaluate performance, refresh the board when necessary, and add the players who fill the gaps. That last step is the one boards avoid, because it requires telling a long-serving member that the seat is needed elsewhere.
Culture determines whether any of that survives contact with a real meeting. Boards cluster by function, the finance people with the finance people, legal with legal, and those subcultures quietly convert dissent into disloyalty. Moorer rejects the trade. “Disagreement should not be considered disloyalty,” he says, and the chair or chief executive officer (CEO) cannot ask for candid feedback and then bristle at it. He also warns against the habit of bringing directors a finished decision and asking them to bless it. Standards, he argues, rise by proximity. Citing the Pygmalion effect, he notes that when expectations are high, achievement rises to meet them. The boardroom “shouldn’t be a room where everyone always agrees,” he says. “Sometimes it may turn into a war room.”
Governance That Keeps Pace
Artificial intelligence (AI) is the immediate test of whether a board understands its own job. Moorer’s position is that boards should absolutely be integrating it, with one hard boundary. “AI can augment governance. It cannot assume governance,” he says. Trend data, scenario-based planning, market simulations, sharper questions: all useful. Abdication is not. “AI has no lived experience. AI has never been an executive and never will be an executive,” he says, which makes the pre-meeting prompt a poor substitute for homework. He wants directors asking what proprietary information is being fed into these platforms, whether inputs are traceable back to the organization, and where bias or inaccuracy could distort a decision. Keep it on the agenda, he says, and let technology accelerate analysis while governance owns the decision.
The wider shift is from periodic oversight to what Moorer calls continuous strategic stewardship. Cybersecurity, data privacy, demographic shifts, national security, climate, and new funding models all move faster than the quarterly rhythm of financials and a CEO report. His answer is collective fluency rather than technical depth: no board needs a resident AI engineer, but it does need enough shared literacy across political, economic, social, technological, environmental, and legal factors to ask hard questions. That makes composition a strategy, not a courtesy. His own board, strong in healthcare, IT, and higher education, now needs a high-net-worth individual connected to foundations and family offices, plus a media or journalism voice. Subcommittee chairs, he adds, should be treated as partners and as an executive bench, capable of stepping in as interim players where the bylaws allow. The question he wants chairs carrying into the next cycle is not whether the board governs well today. “Are we becoming the board that tomorrow’s organization will need or require?”
Follow Dr. Cleamon Moorer, Jr. on LinkedIn for more insights on not-for-profit governance, board accountability, and strategic stewardship.
Disclaimer: This article is for informational purposes only and does not constitute professional, legal, or financial advice. Readers should consult a qualified advisor regarding their own organization’s governance practices.
