35 | Managing vs. Governing Board Mindset

In this episode of Build Better Boards, Richard Fagerlin, Mitch Majeski, and Dr. Keri Jacobs dig into a question that shows up in boardrooms all the time: when is a board governing, and when is it slipping into management? Using a framework Keri has been sharing with boards, the conversation offers a practical way to assess where a board is spending its time and whether that time is being used in the highest-value way. Keri makes the case that while boards may legally have the authority to manage a cooperative, that does not mean getting into the weeds is the best use of board time. The conversation walks through five dimensions boards can use to assess themselves: where the board spends its time in meetings, where the board focuses, how decisions are made, how oversight is handled, and the culture or posture of the board. One of the most helpful parts of the framework is the reminder to evaluate real meetings, not just general impressions. Looking at the last one to three board meetings gives directors something concrete to react to. The goal is not to shut down discussion or force every board into the same model. It is to help boards notice where they may be spending too much energy on management-level operational detail and where they can strengthen strategy, accountability, and policy work. This kind of assessment gets even more useful when CEOs or management teams weigh in, because they experience the board’s impact in real time and can often see patterns directors miss. You can access Keri's slides by emailing her at [email protected]. Follow Build Better Boards on LinkedIn for updates. Find show notes and more at buildbetterboards.com/podcast.