The CEO As Board Chair?

Print Share on LinkedIn More



Over the past thirty-five years as a nonprofit governance and planning consultant, I have heard one consistent theme from CEOs: “I work really hard to support my board.” And, along this theme, I also hear, “I don’t object to the hard work; I question what this work gets me.” But imagine, I propose, if the CEO’s board really were their board.

Among corporate governance experts and boards, there’s a debate “raging” (as much as such debates can rage) as to whether CEOs should also serve in the position of Board Chair. From my understanding of a recent Conference Board Report, CEOs in Corporate America commonly hold the position of Board Chair. CEOs in Corporate America, of course, have every incentive (e.g., money, reputation) to make sure they get the best decisions from their boards. And of course, they have much to lose (i.e., their jobs, although evidence suggests this may not be so bad) should they steer their ships in the wrong direction. But there are those who question this practice, suggesting that CEOs may have so much to gain from how they steer their boards that they may not be forthcoming enough to ensure their boards can prudently fulfill their fiduciary duty.

This debate rarely occurs within the nonprofit sector, where it is a common practice—perhaps even considered a “best practice”—to make it very clear that the CEO does not fill the role of Board Chair. For nonprofits, having the Board Chair seat filled with a volunteer ensures a kind of objectivity and fiduciary well-being for the nonprofit by reducing the possibility, as is raised by the questions in the Corporate sector, that too much power will be concentrated in one place and nonprofit boards would be less able to fulfill their fiduciary duties as a result.

At the same time, I and many nonprofit governance consultants hear all too frequently from CEOs their frustration with keeping their boards fully engaged and, more importantly, useful to them. In my experience, many nonprofit CEOs express that the work put into governance does little more than reduce the attention that’s put toward the real work of pursuing mission. For many CEOs, Boards simply do not provide added value, although they may be fulfilling, minimally, their fiduciary responsibility. (It’s worth noting, though, that a nonprofit board has a responsibility to safeguard the broader public’s interest. In the corporate sector, the board is more about safeguarding its own interests and those of the shareholders.)

To this point, in one small study, I recently reviewed the winning business plans submitted for a competition. In the sections around governance, the perfunctory language about “fiduciary responsibilities” was provided. At the same time, more than half the plans said that the CEOs had also organized Advisory Boards/Committees where the CEOs could get substantive and useful input, support, and connections, all necessary for pursuing mission. The CEOs managed these structures, did not report to these structures, and did not find them onerous.

I might argue that my findings point more to problems in composition than in leadership, but this brings me back to my subject: What if nonprofit CEOs were the Board Chairs? Would this be such a bad situation? Members can always reserve time alone when they can discuss and take action around CEO performance (providing a job for the Vice Chair) and board members always can and should add incentives and performance goals to measure performance for action.

Why should board members be concerned? While many folks are afraid of flying, they forget that the pilot has as much of an incentive to bring the passengers to their destination as they do to get there. I propose that boards that worry about CEOs serving as Board Chairs may be similarly forgetful; instead, they should remember that CEOs want great outcomes as much as board members do.

So, my proposal: Consider making CEOs the Board Chairs. As Chairs, CEOs have every incentive to steer the board right, particularly in making sure that the board fulfills its fiduciary duty. But the CEO-as-Chair will not stop at ensuring that fiduciary responsibility is achieved. The CEO-as-Chair will know what composition they need and, with full authority, actively recruit. The CEO will, as Chair, manage board meetings efficiently and with the goal of getting strategic, and maybe generative, thinking and action that is helpful. The CEO-as-Chair will make certain that Committees and/or Task Forces conduct only useful work that supports the Board in being useful and productive.

But is there is an alternative solution? By and large, the volunteers selected to be board chairs do not have the core experiences and skills necessary to effectively manage a board of directors. Clearly, training could inform and prepare those who would be, or are, Chairs, which might make the idea of replacing them with the CEO unnecessary.



Mike Burns is a partner at BWB Solutions. His practice focuses on strategic planning, nonprofit governance, organizational development, and helping nonprofits assess their readiness for mergers and partnerships. He frequently posts to his blog, Nonprofit Board Crisis, where he highlights nonprofit internal issues. In addition to his work at BWB, Mike serves as Secretary of the board of the Alliance for Nonprofit Management.  The Alliance is an association of individuals and organizations devoted to improving the management and governance capacity of nonprofits.



  • Tish Mogan

    Thanks, Mike, this is definitely worth pondering. I see it bringing consistency to what often forces the CEO to be a chameleion in adjusting to the various styles of board chairs and ensuring they are consistently performing well. The downside would be unleashing those that treat power in a bad way to increase that influence. That will probably happen no matter what. So, I say conitnue the converation.

  • Janna Pedersen

    Hi Mike!

    No objection here as long as adequate policies/procedures are in place to evaluate CEO.

    Real issue I think is that many execs don’t understand how to recruit, retain, educate, and celebrate board members who are VOLUNTEERS; same as program volunteers, different role. As you say, most board members of small- and medium-size nonprofits, the majority of organizations in the sector, have little or no experience on nonprofit boards even if they do have leadership experience.

    Hope your garden is growing well.


  • Eugene Fram

    Mike: Three cheers. I agree. For decades, I have proposed that the CEO be a voting member of the board.. Your suggestion is entirely appropriate for the 21st century. Thoughtful nonprofits need to experiment with it.

    BTW: Volunteer presidents and board chairs need to be aware that if they also carry the CEO title, they may incur liabilities not incumbent on fellow directors. I recently encountered a case where the volunteer president, according to the bylaws, was the CEO, but he was unaware of his potential increased liability until alerted by an attorney on the board.

  • ruth

    I have to weigh in to say that I think this kind of thinking belies the sector’s purpose as a venue for democracy but even if you did not care about that as a reason for the sector, the concept suggests a fragility of leadership, a drive to control rather than include – I think it is a dangerous path in terms of accountability and even more dangerous in terms of our development. Finally, it essentially symbolically declares a mistrust – in my opinion – of our most precious resource and strategic advantage as a sector -our dedicated supporters.

    I think it would be more productive to discuss what so often does not work about board leadership.

    I am speaking now as an executive with a board.

  • Linda Schoelkopf

    While it’s intriguing to think about having the CEO serve as the board chair, I would disagree with this concept. After nearly 35 years in the sector, including more than 25 as a CEO in different size markets, having a volunteer board chair made all the difference in the world. Granted – some were better than others; some caused grief and some helped mitigate organizational challenges. But, isn’t that true for anyone committed to making things work? One of the greatest insights someone shared early in my career: “a strong board won’t tolerate a weak CEO, and a strong CEO won’t tolerate a weak board.” It is up to the CEO to ensure a strong board – one that doesn’t rubber stamp decisions, one that asks the difficult questions…and one that includes those who can step up to key leadership roles that help the organization move the mission forward.

  • Alan Arthur

    Well, the points Mr. Burns makes to argue for CEO as board chair include:
    1) Because…many CEO’s whine that board members aren’t providing value to the CEO? What? First, that is NOT the job of a board. The value they are supposed to provide is not operational, but governance, which means value to the community or to some sub-set of it. The author himself offers that point later in the article, tossing it off as something of only technical importance. As the author himself also points out, CEO’s have unlimited access to operational brains out there in the world. They don’t need their boards to provide operational guidance. Indeed, that’s actually bad governance.
    2) Because…that’s how for-profits often do it? This is a good reason? No logic except the mythical presumption that for-profits operate better than nonprofits. Don’t forget that 80% of for-profit businesses go out of business in the first 5 years. And don’t forget Enron or World.Com. I wonder if their CEO’s were chairmen of the board?
    3) Because…board members are not “fully engaged”? I’d guess if they are not fully engaged then they don’t understand their governing role, and are not performing it. So, help them understand it and work to get board members who are serious about their governance responsibilities. And besides, exactly how would the CEO as board chair make dysfunctional board members any better?
    4) Because…CEO’s are better at managing meetings than the typical board chair? My 40 years of experience in both for-profits and nonprofits tells me that this statement is patently untrue.
    I don’t see any good arguments in there. Perhaps implied is that some CEOs would just prefer to do what they want to do and not mess around with anyone else. Now THAT’s a good argument for the CEO to be board chair, if you buy the value of the underlying principle!

  • Terry Fernsler

    Agreed Ruth. Whether one agrees that the sector’s a venue for democracy or not (we strongly agree), nonprofits are entrusted with a slice of the public domain. Narrowing control of that trust to fewer and fewer people–or to one person–is a singularly bad idea, and those consultants endorsing it should be ashamed they have taken the time to understand the purpose of the nonprofit sector and the organizations within it.

    Apart from the problem with transparency, and the egregious conflict of interest (even for-profit corporations separate the two offices), CEOs who are having trouble engaging board members, or more to the point, Chairs, are slacking. The CEO works with the Chair to engage board members, and one of the key ways to do this is clarifying what their roles are. Board engagement IS one of the tasks of the CEO This notion of a nonprofit CEO becoming a board chair simply to try to get board members to engage probably will not work if the CEO is unable to bring about engagement already, and is just an excuse for CEOs who are not doing their job.

    While we can appreciate NPQ wanting to give equal time to ideas with \which you disagree (heaven knows, Third Sector Radio USA does not) let’s highlight the bad idea this is before nonprofits get themselves give their detractors another reason to damage the reputation of the them and the sector.

    Third Sector Radio USA

  • James Anderson

    I have served as a nonprofit CEO for over 30 years now. In that time I have listened to a lot of consultants and various federal and state bureaucrats talk about how nonprofit boards should function. However, based upon my experience and lots of conversations with other CEOs or EDs I see a huge disconnect between the ideal that is being espoused and the reality of what is. I think it is time that we rethink these roles and relationships and explore new directions. For example in the for-profit world, Board members are often fellow well-trained executives who receive handsome pay for serving on the Board. They are often eager to do this. On the other hand, in the not-for-profit world, in reality we struggle with finding enough people who will just show up at the meetings to vote with their only pay being the positive feeling for volunteering and the lunch sandwich we provide. In today’s hectic world where our Board members juggle many other work and family responsibilities often their volunteer responsibilities take a back seat. Many of the persons we are able to recruit are not experienced in these matters so lots of training, hand-holding and direction is needed from the executive. So yes let’s talk about this topic and also possibly paying non-profit Board members to serve so there is more incentive for their continued engagement.

  • Liz Heath

    Thanks for this article Mike. Over 35+ years working in the nonprofit sector I have become convinced that the CEO simply must be, at the very least, on an equal footing with the board. While having the CEO also be Board Chair may be too much for some to accept, an initial step could well be having a full voting position on the board for the CEO.

    My work is almost exclusively with small and mid-size nonprofits, and, in far too many cases, the CEO is skilled and knowledgeable, and the board members do not have the experience or knowledge necessary to fulfill their leadership role. They often see their job as advising on or doing management work because that’s what they know. Yet they are the group with the final authority, and the CEO can only guide and teach. This imbalance – power vs. knowledge – leads, in many cases, to serious missteps and sometimes disasters.

    I have seen numerous situations in which the CEO is a full voting member of the board, and I have come to believe that this is a much needed step in improving governance. And large nonprofits can lead the way by following your recommendation – with appropriate controls and policies in place.

  • Simone Joyaux

    Thanks, Mike and NPQ – and everyone responding to this article – for actually thinking about this stuff. Sometimes I feel like the NGO sector simply follows the for-profit sector, or the NGO sector argues about what doesn’t really matter or or or … I count on NPQ to actually think.

    So here are my thoughts – as a governance, fund development, and planning consultant. And having served as an ED, chief development officer, board member and board chair:

    We keep trying to fix boards and governance without really fixing boards and governance. Lousy board chairs and lousy board members are NOT fixed by making the ED/CEO the board chair. Sure, have the CEO as a voting board member. One vote.

    For me, one of the jobs of the CEO is to enable the board, its members, its officers, committees, etc. to do governance well. In my book Strategic Fund Development: Building Profitable Relationships That Last, now in its 3rd edition, I devote a lengthy chapter to the concept of “enabling.” (I know, some people don’t like that word. Get over it.) The concept of enabling is empowering, leading, facilitating, guiding, providing information, teaching, etc. etc.blah blah blah. I think the board (and its officers) are only as good as the staff who enable.

    I don’t actually expect board members and even board chairs to know all about governance. I expect CEOs to learn governance and teach / enable it. And so many boards – even the big important boards with the big important people – are dysfunctional. We are taught management our entire lives. The BP Gulf oil spill, Enron, Adelphia, Penn State, Rutgers, etc. etc. are all examples of bad governance, not just bad management. And I believe the CEOs in those cases chose not to adequately enable their boards to do good governance.

    All the inadequate boards and inadequate board chairs I know could have, possibly, been better — but the CEOs chose not to do make them so. The CEOs either don’t understand governance, don’t understand enabling — or understand full well and choose not to build good boards.

    So I don’t have much faith for CEOs as board chairs. I want CEOs to be good enablers, experts in governance, desirous of helping their boards and board chairs to do good governance.

    By the way, my newest book will be published by Charity Channel Press this fall: Successfully Firing Lousy Board Members – And Saving Those You Can. The book is expanded from my NPQ article focused on firing lousy board members. And as long as we’re talking about boards, let’s destroy all executive committees… another article published in NPQ. You can find the articles in NPQ and also in the Free Download Library on my website at

  • Andy Telfer

    Well written Mike Burns. I have held many positions with non-profits, including ED and Board Chair, but never considered this approach. There is no question that an experienced ED/CEO will have the incentive and the access to information that it takes to lead – in all senses – a non-profit. There is another safeguard as well: the Board Chair can always be out-voted by the other board members.

    Andy Telfer
    British Columbia

  • Robin

    Brilliant! After 6 years of various iterations of unproductive, unhelpful and onerous board officers and members, I am seriously considering taking over the responsibility of chairing the board of the organization I founded after the current chair’s role ends.

    Seriously. The consistent rhetoric of fiduciary responsibility only seems to be relevant when some otherwise uninvolved chairperson who shows up for a meeting every 30 days, leads a chorus of uniformed commentary on how funding (that I as CEO alone secure), should or should not be directed in support of the work I am leading in the day to day. It’s laughable and insulting. I consistently think to myself…”so, let me get this straight: my role is to raise the budget to secure critical funding needed to get the work done, and your role is to tell me how it should be spent. Hysterical that for all of the puritanical oversight, volunteer chairs hold fiercely to a very one sided view of their “fiduciary responsibility while passing this faulty perception and practice on to the larger board. Now that I recognize this pathology, In hindsight I would have structured my entity as a B Corp or other socially valuable business entity.