When Boards Look the Other Way: Power, Accountability, and The Risk of Toxic Board-ED Relations

Here's the story:

"As the ED of a small charity, I’ve spent the past two years dealing with a board chair that made sexist and ageist remarks - many directed at me personally. When the comments got to the point where they crossed the line into discrimination and harassment, I spoke to our board's Governance Committee Chair. She brushed it off as ‘intergenerational differences’. Recently, the chair reached his term limit and became the ‘past chair’, and was replaced by a self-professed feminist and champion of women in leadership. Imagine my relief! During our first call, I told her what had been happening, and requested no direct contact with the past chair outside of board meetings. Instead of supporting me, she insists on including him in our monthly chair-exec meetings for ‘continuity.’ I’m angry, frustrated and exhausted. What can I do? I really can't stand to be around the past chair anymore."

Here’s my take:

Unfortunately, way too many nonprofit EDs experience disrespectful, disparaging and discouraging behaviour from board directors, and more often than we’d like to think, that behaviour crosses the line into harassment or discrimination. When that happens, it’s time to get legal counsel. Seriously, please go talk to a lawyer! I don’t offer legal advice, so I’m not going to comment on your question specifically (sorry!), but I will take this opportunity to share some thoughts on how these kinds of situations arise, and what boards can do to avoid it.

EDs are always well aware that the board is their ‘boss’, but in many small nonprofits, boards often don’t think of themselves as an ‘employer’. This can lead to a significant blind spot for boards who aren’t thinking about how to manage risk related to their communications and relationship with the ED. But it’s essential to an organization’s success, and in everyone’s best interest, to make sure that the ED is always treated respectfully and appropriately by the board.

The Risk of Leaving Board-ED Relations to Chance

Ideally, a board doesn’t want to rely solely on the personality traits of whoever ends up in the chair role to ensure the ED is treated fairly and respectfully. But in many organizations, the bulk of board-ED communications is usually left up to the board chair, often without many guardrails around that relationship. If your chair is a reasonable person with good judgement, maybe things will be fine. But if the person interfacing with your ED is someone who is, say, prone to making inappropriate remarks, has an authoritarian communication style, or has harmful implicit biases, well . . . even when that behaviour isn’t strictly illegal, it still causes harm and increases risk for the organization. 

And, that risk increases even more in a context where:

• A single board director (i.e. the chair) has full or significant discretion over the board/ED relationship.
• There is no clear code of conduct for board directors, and/or no monitoring or accountability mechanisms for behaviour that violates the code of conduct.
• There is no formal structure in place for the ED to raise concerns over board treatment.
• The board has a culture of conflict avoidance or lacks conflict management skills.
• The board appoints directors primarily for their ‘clout’.

Good recruitment and board training practices can help mitigate the risks of ego-driven directors mucking up your governance. But you still need to think about how to build enabling infrastructure around the board-ED relationship, because it’s just too important to your organization’s success to leave it to chance.

How Nonprofits Can Prevent Harmful Board-ED Dynamics

So what can your board do to manage risk in this area, and ensure that the ED consistently experiences fair, respectful treatment from the board? Here are a few approaches that can help set you on the right track:

1. Understand your obligations as an employer. Board orientation should include training that helps board directors understand their obligations and liabilities as an employer, as well as identify best practices in how the organization approaches executive HR and the board-ED relationship. 
2. Expect transparency on all HR matters relating to the ED. Although many boards delegate communication with, and supervision of the ED to an individual director or committee, this responsibility resides with the full board. Any delegation in this area should be clearly documented, and the board should expect full transparency on all communications with the ED, submitted as written reports to the board at each meeting. This approach helps to avoid a situation where any one director can unduly influence the board’s relationship with the ED, or act as a gatekeeper for sensitive information. 
3. Build enabling governance infrastructure. Developing some structure around the board-ED relationship will help develop the guardrails needed. Here are a few places to start:
   • Board director code of conduct. Your board’s code of conduct should include a section that outlines expectations for how directors interact with the ED, as well as a process for raising concerns about violations, with clear accountability mechanisms that spell out the consequences of director misconduct. 
   • Internal complaints process and/or whistleblower policy. There should be a process in place that allows staff and volunteers to raise concerns about policy compliance or misconduct in the organization, that extends to the ED and board. Procedurally, it can be beneficial to plan to engage third-party expertise or support if the ED raises serious concerns about board conduct or individual directors. 
   • ED performance management process. A comprehensive performance management system, administered by a committee of the board, reduces the need for any one board director to share ad-hoc ‘feedback’ with the ED. Scheduling quarterly check-in meetings also creates formal opportunities where any concerns about board conduct can be identified and managed constructively, before they turn into larger issues.

Why do boards enable dysfunctional behaviour from directors?

This story isn’t just about one bad apple - a board chair with a penchant for inappropriate comments - it’s about the way that a board has enabled this kind of harmful behaviour by ‘looking the other way’. Even after reporting this behaviour to two separate board directors, the harmful, potentially illegal (!) behaviour went unchecked, and presumably, unchallenged! 

I would like to think that with some of the infrastructure outlined above, that this board would react differently. But humans often don’t do the ‘right’ thing, especially when there are complex power dynamics at play, and nonprofit boards are notoriously conflict avoidant.

Which is why in addition to building those guardrails, it’s so important for boards to develop strong conflict management skills. Your board needs to have the ability to engage in difficult conversations, and to hold each director, and the board as a whole, accountable for their behaviour, even when it's difficult or uncomfortable to do so. So ask yourself: when things go wrong - and they will, at some point - will your board have the courage and capacity to recognize the misstep and make it right? Or will it look the other way, letting small issues fester into big problems? 

Big Takeaways:

• If you’re experiencing harassment or discrimination at work, seek legal advice. 
• Nonprofits need guardrails to ensure that the ED is always treated fairly and respectfully by the board.
• Conflict management skills are an important part of making sure your board does the right thing, especially in the face of messy power dynamics.