Working Board vs Governing Board vs Advisory Board: What’s the difference and Why it matters

Feb 10

By: Owner & Attorney, Michael Jonas, JD, MBA

One of the most common nonprofit governance problems is not lack of passion or commitment. It is role confusion.

People burn out or disengage not because they do not care but because no one was clear about what kind of board they were joining or what power they actually have.

This post breaks down the three common board types.

The Governing Board also called the Main Board or Board of Directors

The governing board is the legal authority of the nonprofit. This is the board recognized by the IRS, the state, funders, and insurers.

A governing board is responsible for fiduciary oversight, including the duties of care, loyalty, and obedience. It hires, supports, and evaluates the Executive Director or CEO. It sets organizational strategy and approves major direction. It approves budgets and oversees finances. It ensures legal and regulatory compliance. It protects the mission and long term sustainability of the organization.

This board votes, sets policy, and holds ultimate authority.

The Working Board

A working board is still a governing board. The difference is practical rather than legal.

Working boards usually exist in small, early stage, or under resourced organizations. Board members take on hands-on tasks in addition to governance. They may run programs, plan events, manage fundraising, handle marketing, or support operations. There is often little or no paid staff.

The risk of a working board is not that board members work. The risk is that governance gets sidelined. Boundaries between board and staff blur. Burnout becomes normalized. Accountability weakens because everyone is just helping.

Even as a working board, fiduciary duty does not go away.

What Is an Advisory Board?

An advisory board is a separate body created to support the governing board and leadership with expertise, insight, and connections.

Advisory boards do not govern. They do not vote. They do not have fiduciary duty.

A nonprofit advisory board structure typically involves a small group of external experts such as professionals, community leaders, or major donors who provide guidance and fill knowledge gaps for the formal Board of Directors. Advisory boards exist to complement the governing board rather than replace it.

What an Advisory Board Does

Advisory boards are purpose driven. They are formed around specific goals such as strategic planning, fundraising, entering new markets, marketing, policy, or technical expertise.

Members provide subject matter insight, lived experience, credibility, and networks. They help leadership think through challenges and opportunities. Their role is consultative, not directive.

How Advisory Boards Are Structured

Advisory boards are intentionally lighter and more flexible than governing boards.

They typically include five to nine members and a Chair who helps coordinate meetings and focus. Members are selected for specific expertise rather than governance experience. Some organizations include one or two internal liaisons from staff or the governing board to maintain continuity.

Instead of bylaws, advisory boards usually operate under a charter that outlines purpose, scope, expectations, term length, and the relationship to the governing board.

What Power Does an Advisory Board Have?

An advisory board’s power is influence, not authority.

They can offer recommendations, share insights, flag risks, and open doors through relationships. Their advice is non binding.

They cannot vote, set policy, hire or fire leadership, approve budgets, or legally bind the organization.

Should an Advisory Board Be Doing More Work Than the Governing Board?

No.

If an advisory board is doing more labor than the governing board, carrying responsibility without authority, or being used to work around governance obligations, something is broken.

Advisory boards should support governance, not replace it.

How Advisory Boards and Governing Boards Should Work Together

In a healthy structure, the governing board sets direction, policy, and accountability. Board committees handle deeper governance work. Advisory boards are formed around defined needs. Clear lines exist between advice and decision making.

When structured well, advisory boards reduce pressure on the governing board, bring in expertise without increasing legal risk, create on-ramps for future board members, and strengthen strategy without diluting authority.