Should the executive director, especially the founder of an organization also serve as Board Member?

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This is a question that I get asked often. There are a lot of passionately held opinions about this. It is really a question about clarity of roles.

When an organization’s founder suggests to me that he or she should be a voting member of the board it is because that person perceives that there is a need to vote as an exercise of power. Frankly, I cannot think of a situation that this kind of power to vote against other board members either to break a tie or to exercise a dissenting vote against the majority would ever be a good idea.

The real answer is that the executive director, founder or not, has a role distinct from that of the board. The role of the board is to govern the organization, first articulating what the organization is to be for and then holding it accountable for accomplishing what it should while avoiding unacceptable situations and circumstances. The role of the ED is to carry out that direction from the board. The founder of an organization will be prudent to have well articulated what the expected results are to be produced, from whom those results should be produced and something about the value of how competing results should be prioritized.

A wise board will ensure that the person in the role of the ED will have the expertise required to accomplish this. The ED will likely be the most informed person in the room when the board is ready to learn what it needs to know to make a good decision. The ED is a colleague and expert to the board of directors.

We provide training and technical assistance to boards of directors to help them fulfill their governance responsibilities, write explicit board level policies, represent the moral ownership and hold organizations accountable. Please feel free to contact me if you have further questions or need assistance. Because poor governance costs more than learning to govern well, the board ought to invest in its governance capacity—the best time to do this is at the start-up stage of any organization

Note: When asked this question recently, it was suggested that good conflict of interest policy would make it ok to have the ED serve as a board member. Having a good conflict of interest policy in place is wise and prudent regardless of whether the executive director has a voting position on the board of directors. Again, the real question is that of clear role distinction and serving those roles.


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