Dear Nonprofit Ethicist,

I am on the board of an organization that assists persons with disabilities. Our executive director left suddenly to take another position. The board established a search committee to find a new ED. Meanwhile the executive committee is closely supervising the interim staff. I am not on the search committee but one of the members told me that the current chair of the board of directors has stated that he will apply for the executive director position, adding that he has no intention of stepping down as chair, let alone resigning from the board.

This person has been the chair of the board for several years. He is very hardworking and well respected by other board members, the staff, our clients, and our funders. I do not think that this guy has the chops for the job but I also pretty much know that saying so would create emotional havoc in the boardroom. Am I right to be troubled by this development?

            I think that this issue has the potential to spin out badly even to the interim arrangement since I know we have at least one internal candidate on senior staff. What to do?

In a Sticky Situation


Dear Ms. Situation,

Bad. Bad. Bad. First bad: it is disingenuous for the chair to pretend that his presence in the employment pool is not going to muddy the waters. Second bad: the fact that this guy does not know he should get off the board during a search process should automatically disqualify him, and the fact that the board does not demand it makes the whole organization look hinky. Third bad: if he really doesn’t have the chops for the job and fails, good luck getting rid of him without a lot of blood on the walls. This is a terribly obvious no-no.

The CEO and the board chair should not be one and the same. Francie Ostrower and the Urban Institute surveyed five thousand nonprofits, and discovered that organizations with CEOs on their boards followed fewer accountability best practices and had less board engagement (Nonprofit Governance in the United States, 2007). If he is serious about the CEO position, he should vacate the chair and get off the board, because he cannot, and should not, serve in both roles.

What to do? I suggest proposing an amendment to the bylaws prohibiting the CEO, or any candidate for an organizational position for that matter, from serving on the board. In this way, you can avoid the much more awkward and premature discussion of the board chair’s capabilities through a perfectly legitimate and badly needed uncoupling of interests. If you lose on either issue, get out before the roof falls in.

Woods Bowman is a professor of public service management at DePaul University, in Chicago, Illinois.

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