September 3, 2011
Should the Executive Director select new board members?
Wise boards should seek the advice of their executive (or any staff members) when making decision. However, boards should also seek their own independent advisers as well. Here’s why (I know this will not make me popular).
The purpose of the board is to serve a group of people. Let’s call them the moral owners of the nonprofit. If a group has members, the members are the moral owners. If a group serves the arts, then the citizens of a particular area or maybe art-lovers may be the moral owners.
The board serves as the fiduciary of the moral owners meaning that the board represents the owners’ interests. The board delegates authority to the executive and directs what the organization should accomplish. It also provides oversight to ensure that the executive (and by extension the staff) is acting in the moral owners’ best interests.
Here is the problem. As executives, we all want to believe that we will work exclusively for the benefit of the organization, that we are forever above reproach. But the truth is, we all have our own interests that may diverge from the moral owners, and boards have no litmus test to separate the sainted executives who only work for the moral owners’ interests, from those of use who are simply human with our own self interest.
If we, as executives, cannot understand our own self-serving nature, we will never understand the purpose of boards.
This is why we want independent boards to watch over the executive. Sure, we are partners, but partners with different roles where the board must provide oversight. Boards that fail to do this are not performing their fiduciary role.
The executive should provide guidance to the board, but if the board knows is job and is competent, the executive should not choose board members because of the potential conflicts of interest.
However, many boards are not competent. In this case the executive should help the board to understand its role and help it to think through the issues for selecting new board members.
(This response is based upon the answer to a question posted on LinkedIn’s Nonprofit Board Forum)
