February 18, 2009

Recently a colleague asked me “Do you think executive directors should be voting board members?”

Here’s my answer: “Fine by me. Yes, indeed.”

I think it’s fine for executive directors, by virtue of position, to serve as voting board members. In fact, many do, especially in large organizations.

I also think it’s fine if executive directors do not serve as voting board members. I actually don’t care much either way.

What’s really important is that you treat executive directors in nonprofits as chief executive officers. Whatever you call your senior position, s/he is the CEO. (By the way, that means that the board chair is not the CEO!)

Your executive director / CEO is a peer of any and all board members. Treat her as such!

Your executive director / CEO is the organization’s leader, the most trusted and informed colleague. Listen to him!

Your executive director / CEO participates in all board deliberations. The board listens to the CEO, asks advice, expects her to lead and guide and direct. (And the best CEO helps the board fulfill its legal and moral accountability in governance.)

No board in its right mind makes decisions without listening to the CEO. No board excludes the CEO from conversation. (Obviously, the exception is board conversation re: CEO performance. The CEO is then recused.)

The effective CEO does not dominate. The effective CEO knows what information to share, and what is management and not the business of the board. (Although the board is responsible to ensure that management is successful. And that is done through review of information and dialogue with the CEO.)

So bottom line: I don’t care if the CEO is a voting board member – because the CEO has a key voice within the board. Good boards understand this and listen to the CEO and dialogue with the CEO.

Sometimes, however, boards don’t get it. Some boards think they supervise the CEO. Or the board chair supervises the CEO. No! The board – through its dialogue with the CEO – provides overall direction and limitations to the CEO. (See, for example, Boards That Make a Difference, John Carver’s great work on limitations of boards and CEOs.)

Sometimes bylaws stipulate that the board is in charge of management and the board chair is described as the CEO. No! See my sample bylaws.

If your board is confused about the role of the executive director / CEO, discuss it. Make the roles and limitations clear. See my job description of a CEO.

Actually, I’m rather curious about why a board would not want its CEO to be a voting board member. What are you afraid of? The CEO has one voice, just like any other board member – whether it’s a voting voice or not.

Each board member votes once – so why not the CEO? If the board and its members are performing well, how could the CEO control you or hoodwink you?

Go ahead. Make your executive director / CEO a voting board member. The bylaws simply state: “By virtue of position, the individual hired as executive director / CEO, is a member of the board with all rights and responsibilities as other board members.”

In this scenario, the position title is often President and CEO. And then two key board officer positions are Chair and Vice Chair.

By the way, I recommend you call these positions “Chair” and “Vice Chair,” even if your executive director is not a voting board member. The term “president” is, often, the lead staff person. Don’t confuse people in the marketplace. Use the terms “Chair” and “Vice Chair” for your volunteer leaders on the board.

About Simone Joyaux

A consultant specializing in fund development, strategic planning, and board development, Simone P. Joyaux works with all types and sizes of nonprofits, speaks at conferences worldwide, and teaches in the graduate program for philanthropy at Saint Mary’s University, MN. Her books, Keep Your Donors and Strategic Fund Development, are standards in the field.

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