10 Board Governance Red Flags and How Board Members Can Solve Them

We work with a variety of nonprofits, from start-ups to large and complex agencies. In our experience, the one thing that most nonprofits have in common is some sort of challenge at the board level.

Board members typically join boards with good intentions, but along the way, there can be a breakdown in trust or a complete lack of understanding of roles and responsibilities. Sometimes it’s both. Oh, and don’t forget about the challenges surrounding power, privilege, and race.

The following is a selection of quotes from board members and chief executives that we’ve heard over the years. These quotes are major board governance red flags, and we offer them as conversation starters between board members and chief executives to improve board governance. We encourage board members to be on the lookout for these issues and work to resolve them.

What we’ve heard from board members:

  1. “The problem with the executive director is she thinks she’s in charge.”

You can’t make this one up. Yes, board chair, the chief executive is in charge. She has the authority to run the organization. You have the authority to hire or fire her but your mandate in terms of good board governance is to work in constructive partnership with her. The chief executive sits on the board, and while most do not have a voting role, treating her as less than the executive she is will not serve the organization or its mission well.

  1. “We can’t afford to [fill in the blank].”

This constant drumbeat takes a toll every time a board member says this to a chief executive or a member of the senior staff. The better messages from board members are, “let’s strategize on this” or “let’s see if we can find a way to make it work.” Even better, the response could be, “how much will it take to accomplish what we need and what role can I play to assist?” Your chief executive often lives in a poverty mindset. She does not need to be reminded of that by board members who have a responsibility to ensure the organization has the resources it needs.

  1. “Let’s focus on the path of least resistance.”

While this can be from fatigue, it is often a board looking for the easy way out. Sometimes it’s warranted, especially during pandemic operations, but more often than not it’s a lack of willingness to do the hard work or make the hard decision.

  1. “We shouldn’t be surprised; most development directors leave after 18 months anyway.”

That may be the case, but it should not be acceptable. When any position turns over frequently, especially in fundraising, it’s often because of unrealistic expectations. Don’t assume it’s normal that no one on your fundraising team has worked through two consecutive fiscal years. And, don’t assume each turnover was from a “bad hire.” Work closely with your chief executive and senior HR leader to dive into what’s going on and solve for it.

  1. “Are you telling me I’m wrong?”

This often comes from an imbalance in the power dynamic — typically from board members who have had tremendous success in the private sector and who may have always surrounded themselves with “yes” people. This privilege can create a toxic climate where differing or dissenting opinions are not welcome, which is not healthy for the organization.

  1. “You don’t need to hire a consultant; you can do it yourself.”

We are not including this one just because we are consultants, but because we care about the colleagues that we serve. We have been in conversations with leaders who need support and strategy, but the board is only looking at the bottom-line cost. Board members must consider the opportunity cost if a chief executive is writing press releases or writing grants. If your leadership is asking for help, odds are, they need it.

What we’ve heard from chief executives:

  1. “There’s nothing that I can do, he’s our largest donor.”

If you are the board member who can make leadership level or major gifts, thank you for your generosity. However, does your affluence have undue influence over the organization? You may not be able to see it for yourself, but ask a trusted colleague what their perceptions are. You may be surprised to hear what they have to say.

  1. “I can’t get them to answer my emails or return my calls.”

This one is hard to hear from chief executives who are at their wit’s end trying to get engagement from a board that is checked out. Of the three legal duties of nonprofit board governance, the “duty of care” literally means you have to care. You have to read the materials in advance of a board meeting, attend the board meeting, and actively participate in the life and health of the organization.

  1. “I love everything about my job, except for the board.”

If your chief executive is saying this, then there are major issues to be discussed and resolved. One of the primary roles of a nonprofit leader is to work in constructive partnership with the board, and of the three primary roles of a nonprofit board, two of the three are about working with the leader. Getting this relationship right is critical.

  1. “I can’t do both — manage the organization and manage the board.”

When chief executives say this, it’s an indication to me that the governance committee is not working well. The board has a responsibility to build and sustain a competent board. The board takes the lead on nominating potential board members and on managing the affairs of the board, including ensuring all board members give, fill out conflict of interest forms, and adhere to the policies and processes as established.

Have you heard these or similar quotes in your organization? What have you heard that is not listed? Add it to the comments and let’s keep the conversation going.

For more information on board governance, we encourage you to visit BoardSource.

Article by: Kerri Laubenthal Mollard, Founder & CEO

2022-06-30T16:50:31+00:00June 30th, 2022|