A group of professionals sit around a conference table in an office setting. They listen to a man talk.
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Welcome back to Ask a Nonprofit Expert, NPQ’s advice column for nonprofit readers, by civic leaders who have built thriving, equitable organizations.

As always, this series offers Leading Edge members the opportunity to submit tough challenges anonymously and get personalized advice. In this column, we’ll publish answers to common questions to strengthen our entire community’s capacity.

In today’s issue, Cheretta Clerkley, MBA, associate vice president of content and co-created expertise at BoardSource, addresses a reader’s question about the levels of board involvement.

Stuck on a problem? Submit your question here.

 

Dear Ask a Nonprofit Expert,

Should paid staff be on the board? If so, should they have a vote?

Sincerely,

Just Curious

Dear Just Curious,

As a former executive director, I sat on both sides of that boardroom table. I know exactly how it feels to be the person with the most intimate knowledge of the organization’s daily grind while also trying to navigate the complex power dynamics of board governance. When we talk about paid staff on boards, we are almost always talking about the ED.

While it’s the most common staff-on-board arrangement, I’m here to tell you—based on years of experience and the principles of Purpose-Driven Board Leadership (PDBL)—that just because it’s common doesn’t mean it’s good governance.

Here is my “been there, done that” take on the situation.

The Voting Trap

If you are an ED, I strongly advise against having a voting seat on your board, as it creates a fundamental conflict of interest that is hard to manage. The board’s primary job is to oversee the chief executive, which means they are your boss. If you have a vote, you are effectively participating in the oversight of yourself.

This gets particularly messy when the board needs to discuss:

  • Your performance evaluation or salary
  • Budgetary matters that directly affect the organization
  • Strategic shifts that change the scope of your work

Even with the most robust conflict-of-interest policies requiring you to recuse yourself, the optics can be damaging to the board’s perceived integrity. It blurs the line between governance (the board’s job) and management (your job).

The Hybrid Approach

What is most common—and what BoardSource would consider as a viable hybrid approach—is for the ED to serve in a non-voting advisory role. This can be the “sweet spot.”

You are at the table for every meeting, your expertise is leveraged to enrich strategic planning and fundraising, and you ensure the board isn’t making decisions in a vacuum. This model respects the voice of the staff without compromising the board’s accountability to the organization’s purpose. It allows you to be a leader and an influencer without having a vote.

Ultimately, the decision should reflect the organization’s mission, culture, and strategic goals while ensuring transparency, accountability, and integrity in the governance process.

Why the ED Is Different from Other Staff

The considerations for an ED are much weightier than for other staff members. In smaller nonprofits, you might see various staff members wearing multiple hats out of necessity. However, the ED is the primary bridge between the staff’s work and the board’s vision.

If other paid staff are on the board, it can actually undermine the ED’s authority.

Imagine a scenario where a program director sits on the board and has a vote that can override the ED’s management decisions. It’s a recipe for organizational chaos.

So, my final bits of advice:

  • Prioritize Transparency

If you do choose to have voting staff, you must have ironclad conflict-of-interest policies. Don’t wing it.

  • Culture Matters

Use board participation to foster an inclusive atmosphere where staff feel valued, but don’t confuse “feeling valued” with “having a vote.”

  • Assess Your Size

If you are a tiny, grassroots startup, the lines will be blurry, and that’s okay for a season. But as you grow, move toward keeping governance and management separate to maintain effective oversight.

Ultimately, your goal is strategic governance that centers the organization’s purpose, not the individuals running it. Keep the seat at the table but leave the voting to the independent directors. It’s cleaner, it’s safer, and it actually makes your job as ED easier in the long run.