All directors/trustees are equally responsible for their organisation’s actions and decisions, and although they may delegate, ultimate responsibility always rests with the board. Therefore, managers are accountable to the board, who are, in turn, accountable to an organisation’s membership, funders, regulators, and other stakeholders.
The role of the board is to determine the strategic direction of the organisation. It will not (and should not) have sufficient time or resources to manage the day to day operations of the organisation (if it thinks it does, then it can’t be giving sufficient consideration to the organisation’s strategic decisions). It must find a way of working to delegate to committees, individual officers, senior managers, other employees or volunteers. In smaller organisations board members may take on managerial responsibilities but it is essential that the demarcation of such responsibilities is clearly understood.
There should be a clear distinction between the roles of management and the board.