Question: I work for a values-based, not-for-profit organization and report directly to the Executive Director. Recently at a reception I was in a conversation with several members of our Board. The next morning I was rather sternly informed by our Executive Director that it was inappropriate for me to talk to Board members without his permission. I have heard that he has said the same thing to the members of our Board. What do you think?
Answer: This is a common question and not a simple one. To answer your question properly we need a common understanding of the role of the board and the way authority is delegated. It's also important to know the subject of the conversation. Depending on the understanding of the above your conversation might be very appropriate and useful or inappropriate and hurtful.
Normally, there should be free and open sharing between members of the board and the staff at any level in the organization. Both board and staff benefit from this interaction. Healthy sharing of details of the operation of your organization motivates and informs board members and makes their jobs easier and more fulfilling. There is simply no way any CEO can possibly convey all the detail and color that can be shared directly between board members and staff.
It's very important, however, to understand that no board member has authority to manage any member of the staff. The only exception to this is temporary authority given by the board with the CEO's knowledge and then only for the specific purpose for which it was given. Even then, this authority may imply some sort of crisis of leadership involving the CEO. Otherwise, board members are only advisors and should be very sparing with their advice at that!
Furthermore, no staff member may go past the Executive Director to lobby for a certain board action or decision without the knowledge of the Executive Director. The delegation of authority should flow from the board to the CEO and from the CEO to the staff. Problems usually arise when staff members of different levels of authority receive their instructions directly from the board. Even when peers report to a board, e.g. a headmaster and an administrator, or a general manager and an artistic director, their responsibilities should be mutually exclusive.
Many organizations still have the practice of the board hiring and terminating the employment of senior staff members who report to the CEO. This is confusing and often leads to a crisis when conflict between that staff and the CEO arises. Normally, the CEO should be the only employee of the board and should have the authority to hire and terminate the employment of all senior staff who report directly to him/her.
Sometimes CEOs are threatened by the innocent interaction of board members and staff. If your perception is that this is what is happening in your case, I would urge you to discuss it openly with the CEO. In rare cases, CEOs have prevented this interaction so abusive situations won't come to the board's attention.
Every organization should have a grievance policy that allows staff to have access to the board when all other avenues provided in the policy have been exhausted. The situation where a CEO is abusive and seeks to conceal the unhappiness of the staff from the board is worse than the case of a staff member speaking inappropriately with board members.
Ask yourself these questions:
- Is the delegation of authority from the board to you clear, and do the board, the CEO and you share the same understanding?
- Is your motivation in speaking to the board member(s) positive?
- Would you be able to speak freely with the CEO of your conversation with the board member(s), or would you be comfortable if the CEO were also present?
- If the subject of your interaction is critical of the CEO, have you already spoken to him/her and does he/she have knowledge of your interaction with the board? (Note: knowledge is not the same as permission.)
- Are you prepared to accept responsibility for the results of your decision to speak to board members?
If the answer to all of them is "yes", then interaction with board members is likely appropriate and helpful, although if you are in conflict with the CEO a reception is obviously no place for discussing it.
If the answer to any one of these questions is "no", then you need to clarify the issue before proceeding with interaction with board members. Your conversation with the board members in any setting may be inappropriate and hurtful.
From the experience you shared in your question, it sounds like there is some tension and possible conflict between you and the CEO. If you must go the board because of disagreement and conflict, speak to the chair in a meeting scheduled for that purpose so that your interaction is official and matter of record, not informally to several board members at a reception.
Les Stahlke, President
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