The key is remembering that the board is different from board members.
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 members 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. Instead 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.
About the Author
Jan is a former editor of Blue Avocado, former executive director of CompassPoint Nonprofit Services, and has sat in on dozens of budget discussions as a board member of several nonprofits. With Jeanne Bell and Steve Zimmerman, she co-authored Nonprofit Sustainability: Making Strategic Decisions for Financial Viability, which looks at nonprofit business models.
Articles on Blue Avocado do not provide legal representation or legal advice and should not be used as a substitute for advice or legal counsel. Blue Avocado provides space for the nonprofit sector to express new ideas. Views represented in Blue Avocado do not necessarily express the opinion of the publication or its publisher.