Question: I am becoming increasingly uneasy about my position on our Board. I feel like I am expected to "rubber stamp" everything that our Executive Director (CEO) wants to do, but I think that the Board has to carry the final responsibility and should think things through more than we do. One of the Board members told me that the Executive Director knows more than we do and we shouldn't "get in his way" or "cause problems". Do you think I am off the mark in being uneasy? What should I do?
Answer: I think that you are part of the solution, not part of the problem. Volunteer board members sometimes feel that they should be cheerleaders and advisors but should leave the real decisions to the professional staff. That is the basic ingredient to a recipe for the gradual breakdown of an organization.
Your uneasiness has the potential for bringing your Board back to a realization of its basic responsibility: governance. It is the Board, not the Executive Director, that is responsible to the members, donors, government authorities and other stakeholders. When things go wrong, the Board bears the final liability.
Because the Board has more responsibility than its CEO it needs and has more authority. A CEO who wants to drive board decisions or who thinks the Board is a "necessary evil" does a great disservice to the organization and is certainly abusing his/her power. In all four responsibilities of a board, it is your Board that must stay in the driver's seat by fulfilling it four basic responsibilities. The Board must:
- Design its own structure and processes
- Direct the Strategic Plan
- Delegate authority and responsibility to the CEO
- Determine progress and measure results
I think that you should request that a discussion of the role of the Board and the role of your Executive Director be made an agenda item at your next meeting. If it is helpful, ask me to e-mail a free copy of a sample job description of a CEO and a copy of the Terms of Reference of a board member. (This offer is open to any reader.) The Relationship Model™ defines the relationship between board and CEO very clearly. Your organization will be happier and healthier when this key relationship is understood, accepted by all and followed.
Les Stahlke, President
| 
