In “The View From Dave’s Barstool,” Principal and Managing Director, Dave Paule, discusses…well…whatever happens to be on his mind.

Why the barstool? Barstools can certainly be social. They’re frequently the center point of great conversation. There is no pretension, no corner office or head-of-table amongst a row of barstools. So, every month, Dave invites you to pull up a barstool and explore a topic he’s found particularly important (or amusing) recently. Because some leadership lessons show up in boardrooms. Others show up at the bar.

Dave’s Thoughts This Month: Who Actually Holds the Pen: The Board–Executive Relationship

I love June. In Georgia, it’s the perfect month to sit at the patio bar – not too hot, a light breeze and plenty of sunshine. Today, we’re sitting on the patio discussing how organizations actually work. Pull up a barstool and join us. 

This month we’re focused on the Nonprofit Board–Executive relationship. OFS’ most recent blog post focused on Why Some Boards Make CEOs Weaker (Not Stronger). At the center of that relationship is power, but not the kind people usually notice. Most people assume power equates to the loudest voice in the room. The board member who dominates discussion. The executive who sets the agenda. The donor who presses hardest.

That’s not usually where it sits.

Real power is quieter. It shows up at the end of the meeting when someone decides what actually gets written down.

Who frames the motion.
Who captures the decision.
Who defines what, exactly, was agreed to.

That is “the pen.”

And the pen shapes the direction of the organization more than the board minutes. It shapes interpretation, accountability, and what the organization believes will happen after everyone leaves the room.

I’ve seen long, complicated discussions collapse into clean, unanimous language that smooths over real disagreement. I’ve also seen messy conversations recorded so vaguely that they generate confusion for months. Neither happens by accident.

Governance lives in language. A decision doesn’t fully exist until it is written down. And once written, it becomes the reference point for everything that follows. That’s why the board–executive relationship is not just about who decides. It is about who defines the decision.

In strong organizations, that responsibility is disciplined. The board governs. The executive leads. And the translation from discussion to record is handled with care.

In weaker ones, the line blurs. The board edits. The executive defers. Language gets softened or sharpened depending on the moment or the agenda. Over time, the written record drifts from reality, and the organization starts operating on a slightly distorted version of what it thinks it decided.

It doesn’t take much for that gap to grow. If you’ve ever left a meeting thinking, “That’s not quite what we agreed,” you’ve seen it.

So who should hold the pen?

Less important than the person is the discipline. Someone has to take responsibility for accuracy, and everyone in the room has to insist that the language reflects what actually happened. That takes attention. It takes trust. And sometimes it takes someone saying, before moving on, “That’s not what we decided.”

Small moments. Rarely dramatic. But over time, they define how an organization really functions.

This Month’s Drink: The Manhattan

This month, we’re pouring a Manhattan. It’s a structured drink. Whiskey, vermouth, bitters. Nothing flashy, nowhere to hide. One wrong ratio and it shows immediately. When it’s right, it’s balanced, deliberate, and confident. Which feels about right for governance. 

Boards and executives are working with a similar set of ingredients: authority, accountability, and trust. Get the balance right and the organization moves with clarity. Get it wrong and everything feels just slightly off. And like the best Manhattans, the difference is often in the details no one sees.

Recipe

  • 2 oz rye whiskey (or bourbon, if you prefer it softer)
  • 1 oz sweet vermouth
  • 2 dashes Angostura bitters

Stir with ice until well chilled. Strain into a coupe or chilled cocktail glass. Garnish with a brandied cherry.

That’s it. No hiding. No excess. Just balance, or the absence of it.

Which is usually what governance comes down to as well.