ED as Board President? Good or Bad Idea?

Mullets, motorized stools and Turducken. All clearly bad ideas. But one debate with not so clear an answer is whether an Executive Director should also serve as an organization’s Board President.

I know where I line up on the issue. The two positions should be separate. But it might be helpful (for me and possibly you) to walk through a few of my assumptions behind this.  And consider some of the reasons why it may not be that bad of an idea.

Pro’s


There could be pro’s to combining the two positions. For one, a staff member on the board gives its members an on the ground perspective. A perspective from someone not only familiar with operations in general, but this organization”s specific operations.  Second, let’s be honest. It’s not as if everyone lines up to play a round of Duck, Duck, Board President. Suffice it to say, this can be a really hard office to fill. Where an organization is “lite” (i.e. incredibly small) it may be easier to have a founder and/or Executive Director (“ED”) fill these shoes instead. Especially at the emerging stage.   Lastly, let”s not forget this arrangement is a vestige of an earlier, more primitive time (like 1999) where it was typical  for the leader of an organization to also lead its Board. This carried a certain amount of prestige. So where an organization struggles to compensate for a lack of compensation (no pun intended) many look to other low hanging fruits like titles and privileges to fill in. This position could be one. 

Con’s


Now for the con’s. Numero Uno, most board members are not comfortable critiquing staff or the organization in front of an ED. Changes (particularly sweeping changes) are harder to implement, the status quo is accepted and the hard questions typically don’t get asked. It”s just human nature. And sadly, this deprives the Board of one of its most important roles, oversight. Another con is the Board”s greater exposure to becoming a rubber stamp for the ED, meeting only for wine and to pass resolutions. Also, where a foundation has specific requirements on the number of “independent” board members a grantee Board may have, this arrangement could present an issue (for discussion on what “independent” means look at the definition of it on the IRS Form 990, annual tax return). Not to mention the likelihood there will be major conflicts of interest (for example, the ED weighing in on their own compensation). And lastly, the situation could become down right “I’ve forgotten your name three times” awkward if the Board and ED don’t have a good relationship or the ED is making a decision under its Board President hat that wouldn”t be appropriate under its ED hat (particularly since the ED typically reports, and is responsible, to the Board). 

Wait, Is There Another Way?


I read an interesting proposal in The Board Guidebook, where the author suggested a compromise. The ED serves as Board President but another board member is appointed to serve as an intermediary between the ED/Board President and the Board. This person liaises with the ED/Board President and might even chair a few meetings. This possibly solves the issue of candidness and a creates a place for board members to go if they have complaints. Reciprocally, this person serves as a check on the ED to avoid anything fishy from going down. A less formal version of this many organizations use would be the separation of the  Board President and Board Chair roles. However, these can tend to be seen synonymously so it may cause confusion.  

Whichever way you slice it,  I would suggest board members and staff sit down individually and think about what may work for their organization”s history and environment. Whether in favor or against the ED being Board President ask yourself why.  And always look to policies and bylaws to provide guidance to the extent this is covered. I”ve heard insurers are starting ask about this before issuing D&O insurance, so if you haven”t thought through it before this may be the time. 

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