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Board or CEO – Who’s in Charge?

According to the IRS and organizational By-laws, the Board of Directors is legally responsible for the organization.  But, once staff is hired, there are always questions about the role of the Chief Executive Officer (sometimes called the Executive Director) and his/her relationship with the Board of Directors. Ultimately, the goal is to have a positive working relationship with mutual respect while also recognizing that the board of directors is the “boss.” The relationship between the board of directors and the Executive Director should be one that is interdependent.

One of the biggest challenges in the board/CEO relationship is the fact that the CEO is an employee of the board.  As a matter of fact, the CEO is the only employee of the board, all other staff report to the CEO. The rub begins because the CEO is usually the face of the organization and the one who knows what is going on day to day. And while the board wants and needs a competent CEO, it is important to remember that he/she is not the boss but is instead responsible for carrying out the direction of the board.

Some tips for a successful board/CEO relationship:

  • Meet with the board president on a regular basis to establish a positive working relationship.  It is difficult to form a strong working bond when you only see someone one or two hours a month (or less).  Take the time to meet regularly so that you each know the challenges the other is facing and you can support each other in the board meeting. When I was board president for one organization, the CEO and I had standing weekly conference calls to allow us to connect and work together to strengthen the organization.
  • Have clear job descriptions for both the board and the CEO. It is a challenge to do the things you are supposed to do when you are not sure what they are. Job descriptions can alleviate the confusion and doubt and enable you to hold each other accountable.
  • Recognize that while there are some functions that are the board’s responsibility, the tasks are often delegated to the CEO to be carried out. In other words, by delegating, the board is ensuring that the tasks are completed.
  • As the CEO, know that part of your job is to guide the board of directors. Because you are working in the organization on a day-to-day basis, and you are “in the trenches,” you can see trends that may need to be addressed. You also are probably well aware of what is working and what isn’t. Your job then becomes to gently guide the board of directors to help them make the decisions that will lead the organization forward.
  • As a member of the board of directors, recognize that a big part of your job is to create a strategic direction for the organization. Listen to the CEO as he/she reports emerging trends or challenges facing the community. Using this information define where the organization needs to go in the next one to three years.  Once the strategic direction is set, use it to guide every decision made by the organization—be careful about placing the document on a shelf and forgetting it.
  • Once the strategic direction has been set, the CEO is responsible for implementation of the plan. What needs to be done each and every day to move the organization closer to its desired future? While the board will be kept apprised of the progress being made, it is important to remember that operational planning is a role of the CEO with his/her team and not a function of the board.

Working together can be challenging but when done successfully, the organization will be stronger and more effective. Both the board and the CEO have specific roles that enhance the work of the organization and are complimentary to each other. If the roles that have developed are antagonistic, it may be time to get some help navigating the board/CEO relationship.  

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