The Role Governance Plays in our Board of Directors

Learn more about the role of governance for The Mountaineers Board of Directors, specifically the ways governance supports you as a member and enables the Board to focus on strategic priorities in the years ahead.
Gabe Aeschliman Gabe Aeschliman
Vice President, Board of Directors
October 31, 2020
The Role Governance Plays in our Board of Directors

As we wrap up this year’s election of at-large Board directors, we wanted to share more with members about the role of The Mountaineers Board of Directors, highlighting some of the things we’ll be focusing on in the coming year. This spring we shared a post about what the Board of Directors at The Mountaineers does. Today, we'll share more detail about the Board’s important responsibility of governance, which is the set of procedures, structures, and policies that define the way we operate as a nonprofit. Governance has such an important role in the Board of Directors that we have a dedicated Governance Committee, chaired by the Vice President of the Board. 


One of the most important roles of the Board is fiduciary responsibly. The Board and individual Directors have the fiduciary responsibility to guide financial decisions, acting in the best interests of members and the organization. This responsibility includes reviewing financial results throughout the year, approving our annual budget, and reviewing proposals for significant changes. In times of financial crisis, such as we’ve experienced during the pandemic, the fiduciary role of the Board is critically important.  



One of the most important principles of good governance is defining who has the authority to make which decisions. Our Mountaineers bylaws are the most formal set of policies and procedures defining important operations and decision making structures. Our bylaws must align with the laws of Washington State, especially those that refer to how nonprofit organizations may operate. The Mountaineers bylaws include processes about how we elect directors and approve annual budgets, and lists the responsibilities of our President, Vice President, and Treasurer. 

The Mountaineers bylaws are so important proposed changes  are first reviewed and approved by the Governance Committee, before being subsequently reviewed and approved by the Board of Directors. After these first two steps, proposed bylaws changes must be voted on by members as part of our annual elections process. Changes to our bylaws must be supported by a majority of voting members to be approved. 

Board Policies

Board policies are important to define authority and make rules about how we operate. Policies are generally more detailed than bylaws, and the process to keep them updated is more flexible. New policies, or updates to existing policies, are reviewed and approved by the Governance Committee. Then, they're proposed to the Board of Directors for final approval and require a majority vote of Directors present to pass.

Mountaineers bylaws are analogous to the constitution of a state or country while policies are more along the lines of laws. 


While The Mountaineers Board of Directors is ultimately responsible for how the organization operates, many responsibilities and decisions are delegated. With seven branches, four outdoor centers, a large publishing division, youth programs, conservation programs, and more than 50 employees and 3,000 volunteers, the Board of Directors simply cannot be involved in every decision across the organization. Many decisions are better made by leaders who are closer to how our programs are run. 

A great example of delegated responsibility and decision-making in action how our branches and committees operate. It would be impractical and disempowering if the Board of Directors got involved in the details of how courses or branch events are planned, how activity leaders are nominated, approved, and trained, or where trips are run. The Board sets up a structure and policies to put guardrails on these decisions, then gets out of the way to let our leaders run their programs! 

Branch Leadership Committee

The Branch Leadership Committee (BLC), a committee of the Board, was charted as a specific avenue for the Board to support our branches and volunteer leaders without interfering with decision-making best centered closer to our programs. The BLC, consisting of the Chairs from each of our branches, represents the diverse range of activities across The Mountaineers. Recently the BLC has been evaluating ways to help empower and support activity committees, branches, and leaders while striving for greater consistency across the organization.

These efforts ensure The Mountaineers is creating and approving organization-wide standards while letting the specifics be driven by leaders within the branches and activity committees. 

Technology Improvements

As another example of delegated leadership, the Board empowers a staff-led process for technology improvements grounded in feedback from our community. For more than six years, the process of identifying and prioritizing technology enhancements - like new website functionality, fixes, or improvements - has been largely driven by our community, especially volunteer leaders. These improvements are managed by staff and are resourced by the Board of Directors via the annual budget. Especially in difficult times like we’re experiencing now due to the COVID-19 crisis, the Board’s fiduciary responsibilities prevent us from allocating as much budget to areas like website enhancements as we would like, and therefore it's even more critical that members and leaders to help us identify and prioritize technology improvements using the tools available to best support our community and programs with our limited budgets. 


At times, the Board of Directors takes a leadership role on relatively new, strategic initiatives to ensure they receive an appropriate level of focus and resourcing. A great example of this is the Equity & Inclusion initiative. The Mountaineers is deeply committed to becoming a more diverse, equitable, and inclusive organization, a top priority defined in our strategic plan, Vision 2022. The Board of Directors chartered the Equity & Inclusion Committee last year to put appropriate focus on this important initiative.

Our Equity & Inclusion Committee recently shared an update on actions taken in the last year and introduced four new members to the committee.

The Board of Directors is also keenly focused on becoming more diverse to ensure different perspectives are heard as we represent our community - both the community we serve now and the communities we wish to serve in the future. The diversity of this year’s Board-endorsed candidates is evidence of years of work and commitment to improving our Board nominations process, led by the Governance Committee. The Governance Committee will share additional enhancements to the Board nominations process early next year to further improve transparency and outreach. 

The Board of The Mountaineers is committed to addressing the needs and aspirations of our community. And we remain excited about the year ahead, even in the face of challenges like COVID-19. We will continue to provide updates about how the Board functions and what things we’re focused on to provide the most benefit to members. 

lead photo by luke helgeson.

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