You’re not the boss of me – board chairs and CEOs

I am not a big fan of a board chairperson serving as the direct supervisor of a nonprofit’s executive director.

I’ve seen too much that can go wrong:

  • An overbearing, micro-managing board chair can make a CEO absolutely miserable, driving many a CEO out of his or her organization.
  • It’s too tempting for a Board chair to make decisions when asked by the CEO that are rightly those for the full board’s deliberation.
  • There is something about the elevation of the position that enables a board chair, when asked by the CEO, to offer advice on issues that he or she isn’t really sufficiently qualified to answer.
  • Executive directors can skillfully use their relationships with board chairs to bypass consultation with the full board.
  • Board chairs are too willing to set the priorities for the Executive Director, instead of consulting with the full board on where it would like the focus to be.
  • Executive directors can avoid responsibility for tough management decisions, passing them off to the board chair to make.

It’s hard to get strong board member engagement when important issues come to the board already decided. Or even worse, when the board is kept in the dark on important issues — only to unearth them at a later date.

In my board playbook, the full board and only the full board is the boss of the executive director. But then I’m a big advocate of many aspects of John Carver’s policy governance ® model where the board instructs the CEO only through the creation of policies that outline priorities and frame management decision boundaries.

I believe that we would have much stronger boards if the board chair spent more of her or his time mentoring and engaging the other board members rather than focusing all of his or her attention on the relationship with the CEO. And vice versa… rather than expending so much energy on the board chair, a CEO’s time would be better spent building relationships with and enabling other board members.

That doesn’t mean that there aren’t reasons for a strong partnership between the board chair and the executive director. Often board chairs will team up with the CEO for community or government relations, or donor cultivation and solicitation. CEOs should consult with their chair when they aren’t sure whether an action or decision falls within their prerogative or if it is one that needs full board consultation.

I’ve heard board chairs say that they have a good mentoring relationship with their CEOs. While I don’t doubt that is true in some cases, I wonder if that is a good thing or not. I’d much rather see a CEO assemble his or her own kitchen cabinet or find an experienced colleague to serve as the mentor than to invest that responsibility with the board chair. Besides, I happen to think that we’ve made the job of the board chair so impossibly big that few want to take it, and that this practice is one of the primary reasons for that.

But that’s what I think. How about you?

15 responses to You’re not the boss of me – board chairs and CEOs

  1. Kivi Leroux Miller

    I agree; I’ve seen way too many power-tripping people put in board chair positions. While it requires more people-management skills, I have found that when board members act as advisors to the CEO on their particular areas of expertise, it works better than when they see themselves as supervisors. At the same time, CEOs do need some oversight, which is a good job for a personnel committee. How active that committee should be depends on lots of factors, including the experience level of the CEO.

  2. Bunnie Riedel

    I love the Carver method…in principal. However, having worked for a 22 member board (way too big in my opinion)and having dealt with 22 personalities, at some point information and direction have to flow. I have also seen board chairs be abusive to CEO’s. I think it really ends up being case by case…are there boards that can really embrace Carver? Yes. And there are those that run amok and call it Carver.

    • Gayle Gifford Post Author

      Bunnie, I’m not a slave to Carver, but I think the essentials of his approach are really right on the mark. He is one of the few people who actually set out to explain what a policy is — I like that a lot. Also, I’m a total cheerleader for the focus on looking forward, thinking strategically and being razer sharp about achieving the mission. In my encounters, I find very few boards that have ever heard of Carver at all.
      There are good ways to keep information moving among the board and from the CEO to the board. For example, a colleague does a wonderful monthly eNewsletter with not just highlights of what they’ve been up to, but what they’ve been thinking or worrying about, what trends they are seeing, and even what they are reading! It is a great connector. It takes work to keep the board members connected, but that is definitely something I think the Board chair should be doing rather than leaving that to the poor overworked executive director.

  3. Betsy Baker

    Oh boy, after having been in nonprofit fund raising for way too many years, I have seen the power-hungry board chair much too often rear its ugly head. I agree with Kivi, a CEO and the whole organization need supervision but when it comes down to the board chair telling the employees what color napkins to buy for an event (witnessed personally by me) then that’s micro-management to a bad degree. The staff is frustrated and you get into whole personality issues. You just have to be clear with a board chair upfront about what’s expected and, most importantly, what’s not.

  4. Judy Anderson

    I coach nonprofits in diversifying the leadership of their board and moving towards a model where the ED (CEO) reports to the full board. Many can’t fathom Carver, so this becomes more of a model of shared leadership with the ED and the board.

    As part of this, I recommend that the board chair position be more of a conductor of the orchestra—rather than the king. The goal is to build the team, empower and impart leadership and participation, rather than “do it all” or “state what shall be done.”

    I also suggest that the model of “supervision” be more of “mentoring, supporting, enhancing, and coaching”–which is what supervising should be, in my opinion.

    This does often require a committee to answer questions, and for this I recommend thinking about what “standing committee” would work–perhaps the Executive Committee if they oversee personnel, or the Governance Committee (if they handle that). Many small nonprofits tend to create a zillion committees for specialized tasks only to realize they are not manageable.

    • Gayle Gifford Post Author

      Your use of the word “king” to describe the board chair who believes they are in charge of everything is right on. I frequently use the orchestra leader metaphor, while constantly reminding chairs that the orchestra they are leading is the board.

  5. Martin Coyne

    I agree that the board chairperson should never be the supervisor of non profit’s executive director. The board should be the supervisor. However, I’ve seen things go awry when the executive director does not perform well. Instead of the board making the decision to replace their operational leader, the chairperson sometimes steps in to fill the performance shortfall. Obviously, this is not a good situation or one that’s a sustainable solution to the performance problem.

    • Gayle Gifford Post Author

      You raise a good point. The full board does need to take their responsibilities in assessing CEO performance very seriously. I, too, have seen many organizations that are stagnating or worse because the board either doesn’t want to make a tough decision, or because the board is clueless about that CEO’s poor performance.

  6. Cindy Myers

    In my opinion, CEO’s should not need or be subjected to “supervision” unless it becomes necessary through part of a corrective action plan. The Board’s role should be one of oversight, and as such can provide useful consultation to the CEO (or not)if asked, but should be focused on policy-setting and monitoring of key indicators. In this way the Board knows whether the organization is performing well and can look deeper into areas where performance on a key indicator is under goal. As part of a regular CEO evaluation process, the Board can survey stakeholders including staff to learn how effective the CEO is in her role as experienced by others and support the CEO’s growth and improvement. The chair of the Board should not function as a “boss” of the CEO in my opinion, but rather — as you so aptly say above — a conductor, a convener, a mentor to other Board members, a tone-setter for the Board and a presence alongside the CEO in the community.

  7. Patrick Sallee

    Great post Gayle. I agree with the majority of it, specifically that the entire board is responsible for supervising the CEO, not just the chair.

    As a current nonprofit employee and acting chair of a different nonprofit board, I day to day see both sides of this struggle. I think the number 1 priority as board chair, in terms of interaction with the rest of the board and the CEO, is to actively communicate what is going on with the organization to the full board, while serving in a support role of the CEO to get the work done.

    The collective “supervises” the CEO, but the chair is the one with the most information and interaction. For that to be even feasible, they have to communicate on a regular and consistent basis.

    The relationship is definitely a partnership, but at the end of the day the board is looking to the chair for direction and responsibility. Someone has to be accountable.

    • Gayle Gifford Post Author

      Thanks, Patrick.
      I think where I differ is that I don’t advise that the board chair serve in a support role with the CEO to get the work done. If the CEO needs that kind of support, then, as I wrote, I think he or she should establish their own kitchen cabinet of mentors to advise them on how to be a better executive (or seek out other training). The only support I believe the board chair should provide to the CEO is in how best to interact and communicate to the board. Or to ensure that the full board provides regular and ongoing feedback to the CEO on his or her performance.
      Having been a chair myself, the accountability to the board that I have always tried to achieve in ensuring the board has the information, leadership and process to ensure that it can to perform well. I like to create a team of board members around me that share that responsibility, through officers and committee chairs, so that I don’t find myself in the situation of being on the top but instead leading from the middle. I want most of my interaction to be with the board members, not the CEO.

  8. Kim

    Hello Gayle,

    I realize that this post is a few years old but it came up during a search that I did today. It covers exactly what I am dealing with!! I am the Executive Director (and only staff member) for a small organization. The board chair acts as my boss and a micromanaging one at that. What is your advice on handling the situation? Ignoring it is not an option. I am not getting anything accomplished because I am constantly dealing with their small tasks that they give me. I feel like their administrative assistant, more than an ED. Please help!

    • Gayle Gifford

      Kimberley, Thank you for reaching out. A few questions and a few thoughts for you:
      What have you tried already?
      Absent an answer to that question, I’m wondering how long you’ve been Executive Director and/or are you the first Executive Director in the organization? Or how long since this organization hired its first staff member? The movement from no-staff to staff can be a big transition for the board, especially if the chair position has previously been serving as the de facto Executive Director. Or, is this a newly seated board chair where there really isn’t a clear description of the boundaries of the chair’s role on the board and vis a vis the Executive Director. Too many boards, as I’ve written, just assume that the board chair gets to be the “boss” of the ED.

      In a one person staff organization, board members still fill many staff roles. Which you probably need them to keep doing. So realize that this is a sorting out of what roles and authority they keep, and what roles and authority are yours. You’ll likely always be negotiating that with them, as long as you are the paid staff of one. Also, I find that the Executive Director in a one staff member organization has responsibilities from the tiniest projects to leadership. Usually staff get hired when the board wants to offload tasks that aren’t fun for them or require steady vigilence. If you can find other ways to put more of these staff jobs under your management — like recruiting interns or non-board member volunteers — that might help.

      Examine your own relationship with the chair as well. Are there ways that you are acting like a junior staffer? Are you treating the chair as if they were your boss? For example, you might be asking him/her to “consult” too much on decisions that are yours to make – or even asking for the chair to make those decisions.

      I’m a very big fan of clarifying both expectations and relationships with the full board, not just the board chair. Too often the full board is unaware of how micro-managing the board chair has become and how threatening that can be to the retention of the Executive Director. Start by writing a Job Plan for yourself. Here’s a sample: Unlike a job description, the Job Plan outlines very clearly your objectives, and it allows you to define what ideal relationships with key constituents look like. While the sample doesn’t specifically list the Board Chair (which your situation has made me see is a glaring omission), you could add it into the Job Plan. Then, once you’ve drafted the plan, I’d take it to the Executive Committee first (if you have one) and then to the full board for discussion and approval. The Job Plan can be a neutral way to start the negotiation around what you are responsible for and who gets to tell you to do what.

      Something else that could help would be clear job descriptions for the officers. Do you have a board governance or development committee that might work on this? Developing these, and confirming with the board, again opens space to explore the boundaries of officers relationship to you.

      Okay, that’s the structural response. Here’s the harder, interpersonal one. You are right, you will need to raise the concern head on, both with the individual and with the board. Without knowing a lot about the history of the organization and the people, it’s hard to give a truly informed answer. But you may need to say to the chair –“I’d like to clear a few things with you about the boundaries of our relationship.” Use best feedback practices. Use specific examples and explain both how it makes you feel and how it may distract from more important work that needs to be accomplished. If you truly want a different relationship, then you have to lobby for it. If, after a thoughtful discussion, the chair is not budging, then I’d tell the chair that you’d like to discuss this issue with the full board to clarity the relationship. And yes, that could be suicide for your job position, but you’ve got to decide what is important to you.

      Oh, yes. You may also find that outside assistance can be helpful. There may be a community foundation or other funder in your area that has a small grant program that would help you hire a consultant to help you work through these changes.

      I’d love to hear more. And best of luck. Gayle
      P.S. I’d love to hear from other Executive Directors who have shifted such a relationship.

  9. Kim

    Thank you for your very thoughtful reply. I will respond here because I think this conversation may help many others in similar situations.

    I have been ED for one year. I am the only staff member – though there have been other ED’s in the past. This was not a new position but the board – all men – looks at the position as an event planner for their fundraising parties. The last ED was a stay at home mother who did this in her spare time. She wasn’t strategic and did a great job with the party planning. That is what they wanted…instead they got me!

    I love to plan a party but only if it fits in the strategic plan for the organization. And I will get a committee of volunteers to handle the paper plates, etc. My job is to manage the operations. The board doesn’t see it that way and I’m trying to change a culture. If they don’t change they will never grow. My main problem is the chairman, who on a daily basis, gives me tasks to complete. Because he has been chair for many years (ANOTHER PROBLEM!!) and is close to the founder, I am not comfortable approaching him and saying back off. But I guess I have to (professionally…) if I want to continue in the position.

    I am taking your advice and will be preparing job descriptions/plans for myself and the board. I will present these at the next meeting.

    One specific question: the chair wants to have weekly calls with me. I agreed at first because I think it’s nice to be in constant contact with the board. But he just uses this call as a time to give me tasks and tell me exactly what should be done, with no discussion or freedom. How do I change this situation?

    Thank you again for all of your advice! It is wonderful to get an outside perspective. And believe me, my husband thanks you too! He’s sick of hearing about this 🙂

    • Gayle Gifford

      Take it from someone who does this for a living, changing board culture is hard and takes time. It is very, very difficult when board leadership is not helping to lead the culture change.

      I’m wondering what the conversation was when you applied for the job? Were you clear on your role and authority? Did they misrepresent what they were looking for?

      One of my pet peeves and warning signs around chairs and CEO relationships is the weekly phone call. I maybe can see if if the two are working on some task in particular — like a capital campaign. But when it’s routine my guess is one of two things are happening: 1.) the CEO is using the call to circumvent bringing things to the rest of the board, or 2) the chair is managing the CEO much too closely. Really, if you’ve got a competent CEO is a clear set of goals and objectives, what is there to talk about that frequently? So put that on your list as you develop the job plan.

      I also encourage you to get a copy of The Leadership Challenge –you probably can get a copy from your library. It has lots of wonderful insight on leadership as well as very practical ideas for exercising that leadership to build support from your team. You may be in a better position to turn things around if you understood more clearly the values and aspirations this chair brings to the organization and helped him/her see how you align with that. Your chair is obviously deeply invested in the organization and has loyalty to the founder — thus I’m betting that your chair is really reluctant and even unable to let go of tasks or the way of running the organization to someone else.

      It is also sounding to me like this organization would benefit from some neutral outside support, but that will only be effective if the board team sees a reason to change. You might want to suggest that the board read something on the nonprofit boards and discuss how that applies to them (there are a lot of really good books out there. And of course, I couldn’t not recommend my own How to make your board dramatically more effective, starting today, which you’ll find in the tools section of my website. 🙂

      And I do want to suggest that unless your circumstances are very constrained or you see a brighter future on the horizon, you should also keep the door open to finding an organization that will let you be the executive director you want to be.

      Keep me posted.

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