William R Mott, Ph.D. William R. Mott, Ph.D.Consultant Author Speaker



Board Development Issue Number 4 on our Top 10

Published in About Me, Board Chair Responsibilities, Board Development, Boards and Fundraising, Committee on Trustees, Education, Faith-based Schools, Governance Issues, Heads of Schools, Independent Schools, News, Nonprofit CEOs, Nonprofit Governance, Nonprofit organizations, The Board Game, Uncategorized

The Top Ten Board Development Issues

That Impact Your Organization

Number Four

The Board Has One Employee

A basic tenet of governance is that the board hires the CEO who in turn hires all other staff.”

            — Jonathan Schick (author of “The Nonprofit Secret”)

Almost everyone in the nonprofit world – staff, board, and volunteer – understands one of the basic truisms that ensure these organizations possess the structure to succeed. And that truism is that the board of trustees has only one employee and that is the CEO, or whatever title is unique to that type of nonprofit. It follows then that every member of the organization’s staff, including volunteers, in some way ultimately reports to the CEO.

Way more than anyone would care to imagine, board members do not grasp this fundamental principle. There are numerous reasons for this, including a lack of training and education, poor attitude, and simply a belief that some rules don’t really apply to them. The result is that trustees will infuse themselves into the day-to-day operational issues that are specifically not their responsibility. Certain trustees are unable to distinguish between what is operational and what is strategic, planning, policy, and mission.

This becomes a complex problem when trustees don’t comprehend that they are meddling and micro-managing. Tragically, this behavior will often lead to threats and bullying. In addition, trustees may also believe they have unfettered access to anyone and everyone in the organization believing that, ‘because I am trustee, you must do as I say.’ If the organization finds itself with this kind of individual on their board it becomes the responsibility of the board’s leadership, either the board chair or the executive committee, to directly address this matter with this trustee. Some who reads this will shake their head and say we have no such trustee. My congratulations to you! However, it is a short trip from not having someone who fails to get it, to having exactly this scenario. 

Another reason this behavior exists can be found in various organizational constituencies who believe that the board member should know everything going on in the organization. The reality is actually quite different. There are numerous personnel issues, for example, where it is not appropriate and in fact not legal for the trustees to know. Yet many ask the question, “As a member of the board, aren’t you supposed to know everything going on.”

The most successful strategy to avoid this nightmarish behavior is to not tolerate it in the first place. This suggests that the responsibility for making sure this behavior does not occur falls to the Committee on Trustees and their role in making the effort to find the most “mission-appropriate” trustee possible. This is a person who understands, respects, and agrees to the information regarding being a board member that is shared.

I would argue that the Committee on Trustees has responsibility for recruiting, training, education, and evaluation of all incoming and current trustees. If this is true, then there are avenues where trustees may come face-to-face with understanding the value to the organization and the board that having one employee is what is best.

Does your organization have a “covenant agreement” that outline board responsibilities and expectations – a document signed by trustee, board chair, and CEO? Included in such a document is the principle of the board having one employee. If your organization does not have such a document, you should consider having one.

Perhaps the first issue that should be shared with prospective trustees is that the board of trustees has one employee.


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