Who's the Boss? The Board or the Executive?

There is an abundance of advice for nonprofit boards and EDs that speaks to the advantages of "partnership" and "open communications." But sometimes that advice just doesn't feel like enough.

Who's the boss? The board or the executive director/CEO?

The answer: it depends on whether the board is acting as a body, or whether board members are acting as individuals. The key is remembering that the board is different from board members.

It's not the board president who hires the executive director; only the board as a whole can do that. The treasurer doesn't approve the budget; the board as a whole does that. In other words, when the board is acting as a body, it is the boss. The executive is answerable to that body.

On the other hand, when board member act as individuals, they typically work at the direction of staff. At a special event, board members show up and ask staff, "Where do you want me . . . the registration table? the silent auction?" The fundraising manager gives a list of five people to each board member for fundraising calls . . . and then checks a week later to see if they've been called.

Imagine a board chair walking into the executive's office to see him sitting at his desk. "You need a better desk and chair," she says. "The ones you have are terrible!" the executive smiles and says, "Thank you for your advice, Madame Board Chair! But this desk and chair are fine with me."

In this last example, a board member is giving advice (or a directive disguised as advice) as an individual. She does not speak with the authority of the full board. In contrast, if the board had voted that the executive get new furniture, he would be required to do so.

What to say back

If you're the executive director, you may be unintentionally confusing things. If a board member says, "It must be hard having 13 bosses," don't just nod and enjoy the sympathetic gesture. Say, "I have 13 advisors, but luckily only one boss: the board." If a board member inappropriately tells you do something (such as "You can't put X in the budget for next year!, don't argue. Just say cordially, "Could you send the board finance committee a note about that with a cc to me?"

If you're a board member, send out little snippets of guidance occasionally. For example, you might email the ED: "I'm dead set against the proposal that we change our organization's name. But I know it's a decision for the full board, not just mine." Or, at a board meeting you might say, "These are all good suggestions, but let's allow our executive to see this discussion as advice from which she'll make a decision."

This simple clarification -- that the board is the boss but board members are not -- goes a long way towards clearing up confusion and tension. By reinforcing this notion whenever you can, you will help your board and executive a great deal.

Jan Masaoka is the publisher of Blue Avocado and the author of Best of the Board Cafe Second Edition: Hands On Solutions for Nonprofit Boards. She is currently CEO of the California Association of Nonprofits and a board member of MapLight. She liked Tony Danza better on Taxi than on Who's the Boss.

See also in Blue Avocado:

Comments (18)

  • Anonymous

    This is extremely helpful. Thank you.

    Jun 11, 2014
  • Anonymous

    Nice examples! Very clear. Thank you.

    Jul 10, 2014
  • Anonymous

    Smart and simple - I like it!

    Jun 11, 2014
  • Anonymous

    This is really interesting. Great read. It leads me to ask the question I have been struggling with recently - what can or should happen when a Board member acting as an individual is abusive to a staff member. Unfortunately, the ED is not a resource so the staff member doesn't feel safe sharing this with the ED. Is there any course of action/protection?

    Jun 11, 2014
  • Anyone who is experiencing abusive behavior should speak out, and the ED is the obvious choice for the person who would take this matter up. Assuming there is not another course of action specified in the personnel handbook, the staff member should put the problem in writing to the ED first, and then document the response (or lack of response) to the chair of the board. By taking these steps the staff member will have gone through channels, but has documentation for how to get the attention of the board if a response is not adequate.

    The main principle here of course is that the staff person needs to keep going up the ladder with the complaint within the organization. If that fails, he or she should talk to an attorney about suing the organization for the abuse. Abusive behavior should not tolerated, by anyone, in any organization.

    Jun 11, 2014
  • Anonymous

    Great article.

    Jun 11, 2014
  • Anonymous

    One of the most helpful and clearests articles of this type I've read. Thank you.

    Jun 11, 2014
  • Anonymous

    So very true and words of wisdom to all boards. Board members need to remember they are serving to better a community or organization not personal agendas and as a whole board not individually.

    Jun 11, 2014
  • Anonymous

    This is great, the roles are so easily confused which ever side of the fence you sit on.

    Jun 11, 2014
  • Anonymous

    This link is broken: "What is Micromanagement and What Isn't?" It takes you back to the top of the newsletter instead of the named article. Thanks.

    Jun 13, 2014
  • Anonymous

    As the new ED of a small organization - with a budget of about $1 million/year - and with a small, 6-member board, I had to deal immediately with a board member who was abusive/bullying to me, in my role as the ED. He was acting as a rogue individual in this, not as a result of any vote/directive from the full board. Eventually, within several months, it came to a head, since he showed an interest in running for board chair (which would be a completely untenable situation for me). In preparation for a possible confrontation with him, I dug-up every instance where - in writing - he was abusive to me, the former ED, the former board chair and the entire staff. I had to tell him - in my role as ED - that his behavior was completely unacceptable for a board member, and that many boards would have kicked him off for that behavior already. The same day - on Friday - he sent me an email notifying me that he'd resign by Monday if he didn't hear from me by then. When Monday came around, I sent him a short email, communicating to him that I hope he honors his commitment to tender his resignation in writing, which he did 30 minutes later. The rest of the board supported my course of action in that matter. Back in April, I received some of the most valuable advice I've ever received for dealing effectively with board members who are bullies, manipulators, and/or who routinely and inappropriately act outside of the role appropriate to them as a board member. And, it's worked. The advice: "Top 'em hard, and top 'em early." The takeaway from that: Whenever you - as ED - are confronted with a board member who begins, as an individual board member, being abusive and directive, it's not a situation to allow to continue. If you have enough clout or 'ammunition,' take it on yourself. Or, if you're able to utilize a board member - preferably, the board chair, but if not, another board member will work as well - do that.

    Jul 02, 2014
  • Anonymous

    This was an interesting article. My question would be, since we do not have an ED, is the Chair the Boss? or is the Board the Boss? I always thought that the Chair's job was to implement the will of the Board, not the other way around. Our new Chair acts as though he is the boss, and the rest of the board is "staff" - making unilateral decisions and making assignments rather than asking for volunteers, etc. The non-profit world where you are all volunteers is different than the corporate world and the management style is not the same. How can we get it across to this person that bossing people around is not being a leader?

    Jul 15, 2014
  • Anonymous

    Our situation is a little different: according to our bylaws, the chair of the board becomes the ED (Interim, to be exact) when there is a vacancy. The new IED has failed to advertise for a new ED or hold a board meeting for deciding on an Interim, and is making decisions right and left that an IED should not be making. Meanwhile, there is no election scheduled to fill the vacant position of board chair. The IED and (simultaneously) board chair needs some legal reining in, but his faction is in the majority. Is going to court our only option?

    Jul 15, 2014
  • Anonymous

    Excellent - thank you so much for this insight.

    Sep 09, 2014
  • Anonymous

    As an ED, with a board president who is unilaterally committing the organization to activities, this article really helps. I don't think the board president really understands the lines of authority and responsibility. Thanks for a great article.

    Sep 09, 2014
  • our board just voted to allow any board member and/ or the property mgr., to spend shareholder money, w/o board approval. is that even legal?

    Aug 10, 2015
  • If only I had this article as a reference about four years ago.

    The Board Chair of our small, fledgling organization assumed she was the boss and made the unilateral decision that the "Board" (meaning her) and I would be co-EDs. As the founder, I had the specific skills and knowledge about the work of the nonprofit (dental care for low-income children). I was more passionate and focused on accomplishing the mission of the organization and I did not have enough knowledge about the role of Boards or Board members. I was bullied, criticized, and micromanaged by a person with no knowledge or understanding of what I did. The other board members always deferred to her when I expressed my concerns. I finally withdrew from the role of "co-ED" and pleaded with the "Board" to hire an experienced ED. The Chair eventually agreed and she became the head of the hiring committee, wrote the job announcement, conducted the interviews and narrowed the field to two candidates (both were poor choices). The eventual hire presented himself as an expert, but was a disaster, and ruined the relationships I had cultivated and the credibility of the organization. He forbid me to contact the Board without his oversight and misrepresented what he actually did. I quit. Fortunately, he later revealed his true colors and was asked to leave. A new ED, who was actually experienced, was hired and has since enabled the organization to flourish.

    All new nonprofit boards, founders, and EDs should put this article in their must-read folder.

    Aug 28, 2015

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