When Board Members Go Too Far

R. Scott Rodin 

Boards govern, CEOs manage.  That simple statement is not so simple, however, when boards and ministry leaders try to establish and maintain the roles and boundaries that will ensure that governance and management remain appropriately distinct responsibilities. 

In working with ministries across the country I hear a consistent lament from ministry leaders that has two versions.  Either their board is too uninvolved and detached to govern effectively, or they are too involved and cross over from governing to managing.  This brief article will look at the instances where this latter concern takes place and what steps may be taken to return management to the leadership team.

In The Non-Profit Leadership Team, (Jossey Bass, 2004), Fisher Howe describes attributes that a CEO should expect from the board.  He includes that board members should, “act in the interest of the organization without a personal agenda… walk carefully the line between support and oversight… be helping and watching over but not seeking to manage.”

So just when has a board member crossed the line from governance to management, or when does a board member cease to be effective and start becoming an impediment to the ministry?  Here are five places where I have seen board members fail the organizations they are empowered to serve.

1. When a divergent vision for the ministry is held by a board member and continues to effect his/her decisions and actions.  Vision is built by the board and leadership team, and once the vision for the ministry is set, every board member has the responsibility fully to support the vision.  If a board member cannot embrace and give full support to the vision, then they must resign from the board.  A lack of unity from the board on the issue of vision will undermine every attempt to pursue the vision.  A board member who continues to serve on a board of an organization that is pursuing a vision the board member cannot fully support is a board member who will inevitably overstep his/her bounds and try to influence the ministry to move in a direction different from the consensus vision.

2. When the expertise of the leadership team is ignored.  Boards hire CEOs for the purpose of managing the ministry toward the accomplishment of the vision.  The Board hires expertise, and expects the CEO to staff his/her team with equally competent people.  It should be expected in almost all cases that the leadership team will have more, and sometimes significantly more, expertise in the particular area of ministry than most board members.  When board members ignore this expertise and inject their own biases and agendas into the decision making process, they have gone too far.  This can include ignoring the advice from outside experts and consultants as well.  Often this is a power and control issue for board members who have difficulty deferring to staff with more experience.  The result is almost always disastrous. 

3. When board members seek to control of management issues and processes.The clearest violation of due process is when board members believe they should be involved in the decisions that should be deferred to and delegated to the CEO and leadership team.  When boards need to approve all hiring, spending and program decisions, for instance, they have most likely stepped beyond their governance role.   If the issue is trust in the ministry leadership, then the solution is not the increased control of management decisions.  Far too often boards will slowly seize control of more and more of the management responsibilities without confronting the trust issue.  In doing so these boards have both overstepped their role in governing and underperformed in their role of governing.  Trust between board and CEO is the single most critical factor in a healthy ministry.  If the trust is in place, boards need to step back and let managers manage.

4. When board members are allowed to have projects that they believe are independent of or detached from the management, vision and mission of the ministry.  We see board members who believe that they are somehow exempt from the governance/management model and who also believe that they have a better way of doing certain things than the management team.  It may be a building project that is high-jacked by a controlling board member who believes he/she has a better way to proceed. It may be working with major donors where a board member requires staff to involve him/her in every ask or who wants control of all access to certain supporters.  It may be a program that is headed up by a board member and who believes it can run outside the normal management rules and policies.  Pushing pet projects, imposing personal agendas and assuming privilege are all inappropriate actions by any board member.

5. When board members see themselves as more valuable to the ministry than the CEO.  When relations between board members and the CEO become strained to the point of impasse, change must occur.  If a board member cannot support a CEO, he/she has one of three choices to make: 1) change the mind of the CEO and achieve reconciliation, 2) change their own mind so they can fully support the CEO, 3) resign.  Unfortunately, too often a fourth option is chosen, namely, continuing on the board while also continuing to withhold support.  This often is the result of a board member’s belief that somehow the ministry needs him/her more than it needs the CEO.  These board members will either sabotage efforts at reconciliation or try to frustrate the CEO into resignation.  Once any board member begins to formulate this idea, the board is in serious trouble.  It is up to the board chair to move immediately to confront this attitude and seek either reconciliation or removal of the board member.  Every board member must be willing to step aside if they find they cannot support the CEO in carrying out the ministry’s vision and mission.

 In each case above, the board chair must play a key role in diagnosing the problem and moving immediately to resolve it.  Here are three things that every board chair can do to help curb these board offenses:

1.      Meet personally with every board member at least twice each year to discuss their attitudes, commitments, concerns and visions for the ministry.

2.      Conduct a self-assessment for every board member allowing members to evaluate their own level of trust in the CEO, commitment to the vision and involvement in the ministry.

3.      Conduct ongoing training for board members in proper board governance, strategic planning and CEO management.

If board members will channel their passion and commitment to their ministry within these guidelines, they can bring immeasurable value to a not-for-profit organization.