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Nonprofit CEOs Should Be Voting Board Members

March 02, 2015

BoardSource’s Governance Index for 2014 found that only 12 percent of nonprofit boards utilize their CEO/executive director as a voting board member. That caused me to wonder why the other 88 percent of nonprofits still embrace old-school management practices. If nonprofits want to be treated with the respect they deserve and hope to achieve their full potential, the non-voting CEO is an antiquated idea that should be jettisoned.

There are some who’ll argue that including the CEO as a voting board member compromises a board’s ability to provide impartial oversight and governance. That’s a straw man argument. How often are for-profit CEOs who are voting members of the board removed as CEO? Exactly. A voting CEO only has one vote, and if he or she fails to deliver on expectations...well, they usually end up looking for a new job.

There are many reasons why it makes sense for a CEO to be a voting member of the board. Here are a few:

  • No one knows the inner workings of an organization better than the CEO, and the information on which a board bases important policy decisions is likely to be more timely and relevant when the CEO is in the room and has a real say.
  • Board discussions tend to be more frank and productive when the CEO participates as a peer rather than as an employee reporting to his or her “bosses.”
  • Voting CEOs are in a stronger position to deal forcefully with underperforming board members.
  • As the person (in most cases) directly responsible for raising the lion’s share of the organization’s funding, a voting CEO is in a position to inspire other board members to step up to the fundraising plate.
  • Giving the CEO a voting stake in the governance of the organization typically inspires him or her to perform at an even higher level.

Headshot_lowell_perryCertainly, every organization is different. However, the challenges that most nonprofits are trying to manage and/or find solutions to are too complex and fluid for nonprofits to remain stuck in the past. If your nonprofit still denies full board voting rights to its CEO, it’s time for a change.

— Lowell Perry, Jr. is the former CEO of Big Brothers Big Sisters of Middle Tennessee and a national youth advocate. In his previous post, he argued that nonprofits are not doing enough to help young men of color.

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Posted by George McCully  |   March 03, 2015 at 04:19 PM

Another reason: full-time professionals with skin in the game are far better qualified than part-time volunteers to provide leadership and sophisticated strategic guidance of Board decision-making.

Posted by Hildy Gottlieb  |   March 05, 2015 at 11:54 AM

Much of this gets to the question of whether all these structures we take as givens are the most effective for our needs. If there were no such thing as boards, what would we invent to lead efforts to create change? What would be the most effective approach to leading such efforts?

One thing we know is that the current structure creates an us-and-them of board vs staff (one look at governance webinars on "roles of board vs staff" tells that story). One of the conditions for success that a new way of leading / governing could create is to consider just that question - what is the most effective structure for leading social change efforts? What could that structure make possible? What kinds of structures would create "leading together" and "building trust relationships" as the context for then creating fiduciary checks and balances within that? Because it's clear that having those fiduciary checks and balances lead the conversation leads to a myopic focus on means over ends, on efficiency over effectiveness, on working against vs working with...

All of this is an exploration that continues to intrigue me, and so I'm really grateful for the post, George. It's a question we're exploring in our own board meetings, using ourselves as a demonstration project. Still no answers, but the good stuff happens in the questions...

Thanks for raising this!

Posted by Hildy Gottlieb  |   March 05, 2015 at 11:55 AM

Oops - saw that George had commented, and mistakenly used his name in my comment instead of yours, Lowell. Thanks to you for the post!

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