This article proposes a conceptual framework for re-examining NPO governance, especially focussing upon the roles and responsibilities of boards, executives, and other staff and volunteers. It draws from Talcott Parson's idea that all human organizations exhibit three distinct levels of responsibility and control – institutional, managerial, and technical/operational.Both academic scholarship and nonprofit organization practice are increasingly re-considering the structure and functions of governance and management within nonprofit organizations (NPOs). While it can be argued that the governance portion of the institutional level of functioning should be located with the volunteer board of directors, otherwise I suggest that the following factors affect the appropriate division of roles and responsibilities among board, executive, and other staff and volunteers within an NPO: 1)the size of the NPO's budget, staff, and board; 2) the number of active volunteers and the breadth of roles they perform: 3) the stage of the NPO's life cycle: 4) the level of trust/confidence between the chief executive and the board; 5) executive transition; 6) the presence of organizational crisis; and, 7) environmental factors, including fundamental change in funding sources and pressure toward merger or intense collaboration.Both academic scholarship and nonprofit organization (NPO) practice are increasingly re-examining the structure of governance and management within NPOs. The nonprofit research and practice communities are asserting that we fundamentally need to re-conceptualize how NPOs can best organize themselves to perform their governance, management, and leadership responsibilities. This has profound affects on our ability to address issues of NPO accountability. Why? Because an organization's ability to “answer to” or “give account of itself” to those who hold it answerable, requires that it can clearly locate where the authority and responsibility within that organization lies for doing so. In the theory and practice of NPOs, it is ultimately a governance and (possibly) executive responsibility to ensure an effective answering and accounting to its multiple stakeholders, including all types of funders, other external constituencies, and the public, at large. Therefore persuasive answers about how NPOs can be accountable require effective efforts to re-conceptualize how NPOs can best organize themselves to perform their governance and executive responsibilities. The latter is the challenge to which this article responds.This effort joins the growing chorus of concern about the prevailing prescriptive models of governance in the nonprofit literature and concomitant need to rethink our understanding of governance. A sample of this recent reconsideration includes several examinations of Carver's Policy Governance model, excellent reviews of the most significant directions in board research and their practical applications, and searches for new, more useful models of governance which apply more broadly across the full universe of NPOs and expand the range of NPO governance practices.[1a], [1b], [1c]The latter represents the best known initiative currently underway to rethink the topic of NPO governance. In his article, “Is That All There Is?,” William P. Ryan describes preliminary findings from the National Center for Nonprofit Boards' (NCNB) and Harvard University's Hauser Center for Nonprofit Organizations' joint project aimed at assessing the prospects and strategies for developing alternative governance. As Ryan states, “the inquiry assumes that board governance as we know it may work well for many organizations -- but that new or alternative governance strategies may work better for others.”[2] He reports on NCNB's own questions which emerged from its strategic planning process: do we have a one-size-fits-all problem? Do the most prevalent models about governance adequately serve the diversity of organizations that comprise the nonprofit sector? Why aren't our views of governance changing along with the rapid changes in our environment, such as changes in funding streams, public policy, demographics, technology, etc., particularly as the nonprofit sector is so receptive in other ways to new organizational and management strategies? Ryan goes on to report that most of the respondents to the Hauser Center-NCNB study thus far “were eager for a fundamental reconsideration of our governance strategies, which they believe are flawed in design, not just in execution.”[3]In elaborating on the concern that “one size” of governance model does not “fit all” NPOs, he lists the following types of NPOs which are not well served by the prevalent models: grassroots organizations, all volunteer organizations, entrepreneurial organizations (i.e., NPOs which function like social-purpose businesses), interorganizational alliances (collaboratives and networks), and multiple corporate forms (i.e., NPOs which create holding companies that deliver services through a number of different operating entities, sometimes including for-profit subsidiaries).Moreover, both Ryan and David Renz emphasize dramatic changes in the environment surrounding NPOs which make the prevalent, conventional models of governance less relevant. Both highlight the increased role of government in outsourcing service delivery to nonprofits. In doing so, government agencies set more of the terms and conditions of service delivery, and NPO boards find themselves effectively losing control of their organization's mission.[4a], [4b] Both speak of growing demands for entrepreneurship, including what is now called the “social venture partner” approach to funding NPOs, in which grant-makers sometimes play a hands-on role in the operation and management of NPOs and their boards. Renz especially highlights growing pressures on NPOs to “engage in what many consider to be the ‘unnatural acts’ of alliances and collaborations; and the much intensified focus on outcomes and accountabi lity.”[5] He asserts that these and other environmental changes mean that we still need to know more about topics such as “the appropriate mix of board roles and functions when nonprofits engage in entrepreneurial activity, alliances, partnerships, and collaborative ventures, … and extensive work for government.”[6]Renz's, Ryan's, and other authors' characterization of the reasons for which we need to rethink governance echoes this author's experience from over twenty years of serving as an executive of local and national nonprofit organizations, as a governing and advisory board member to numerous NPOs, and as a consultant and trainer to well over a hundred NPOs in the United States and internationally. These have been organizations of highly varied size, ethnic composition, field, and stage in their life cycle.