I recently heard of a not-for-profit (NFP) chair who told media representatives that the board supported a CEO who had just been accused of serious wrong-doing, and the CEO would be staying. The board had not met! To me, that chair clearly overstepped and had zero authority to speak for the board.
There are times when a chair has to be the organizational spokesperson, of course. Announcing a new Executive Director or an Executive Director departure. Announcing a new chair, merger, wind-up or organizational name change. These are decisions already made by the board, with a communications plan in place and a board ready to have their decision announced.
And a chair must sometimes quickly step up and apologize on the behalf of the organization for some egregious act or omission. If a staff member or volunteer was overheard to utter a racial slur during an event, an immediate apology is necessary and a “no comment” will just get the organization in trouble.
But even in such cases, the chair doesn’t have the right to announce what is going to be done, beyond something like “I sincerely apologize on behalf of the organization. We are taking this incident very seriously and will be investigating promptly and with due process. I can’t tell you more until this has happened.”
Chairs often act as if they have more decision authority than the governing statute, bylaws and approved job description give them. That’s a topic for another blog.
In most staffed NFPs, the chair is not an expert in the organization’s work. if the media want to interview someone about an issue relating to the mission, the spokesperson needs to be the CEO or another senior employee with actual expertise in the subject matter. The chair needs to put their ego aside and let someone else speak.
Back to the opening issue. That chair who announced a board decision the board hadn’t made? Likely continued, perhaps with some mild criticism being noted. The easiest way to remove a chair is to have someone else nominated who has enough board votes to win (if the NFP is like most and elects the chair from among the directors). But that requires another board member willing to be chair and preferred by the majority of directors over the current one. Most directors don’t want to be an NFP chair; the role can be thankless and a whole lot of work. And bad chairs often have cronies on the board who will support them regardless.
And did that chair succeed in keeping the CEO in place? I haven’t managed to find out. I hope the board demanded a proper investigation and then made a decision rather than just accepting the chair’s premature announcement, but my hopes are often dashed.
By the way, in many organizations, there is a bylaw clause or a signed board candidate commitment that says a director can be removed for violating the Code of Conduct. In my experience, that possibility gets discussed far more often than acted upon. What level of bad conduct is enough to justify removal? That’s rarely clear. It may be enough to ask the person to resign, but what if they refuse? I’ve seen removal of a director on such grounds result in a lawsuit and considerable expense and trauma for the NFP (thought the NFP won and may have recovered some costs).
All this leads to the importance of carefully choosing a chair, preferably one who has made a real effort to learn how to be an effective and ethical NFP chair. Maybe someday there will be a legal requirement that board chairs take training in advance, but that day is not close. If you are a chair or potential chair reading this and wanting such training, I highly recommend the Board Chairs Academy at Third Sector Company.
