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Board Overreach

Who is in charge? A recent dust up at Suffolk University in Boston over a conflict between the board and its new President of seven months, shined a bright light on what happens when boards are too controlling.

After the departure of its president of more than 20 years, Suffolk has had five presidents in five years, and its bond rating has nose dived to a BBB rating. The composition of the board is split between the “old guard” and the new, and outside comingled business influences abound. To the credit of Margaret McKenna the current University president, and the former president of Lesley University and head of the Walmart Foundation, she pushed back on the board when the story broke in the Boston Globe that the board may want her gone.

With the support of faculty and students, McKenna negotiated a limited truce that included the board updating the bylaws and to include term limits (no surprise there were none) and for the board chair to step down, and the anticipation of her departure in a year or so half way through her five year contract. Needless to say, the advancement team is facing unprecedented challenges.

I have seen too many situations where boards or members of boards believe it is within their perview to meddle in operations and usurp the authority of the executive. These situations often lead to a dissatisfied CEO and confusion by executive staff who now feel they have more than one boss as well as.

CEOs, however, in many cases are not blameless. McKenna, for instance, knew there was high turnover of presidents at Suffolk and yet ran afoul of the board because she was exercising her authority as the chief executive officer of the University. This was surely a calculated risk on her part. Other CEOs, unfortunately allow board creep by encouraging or allowing board members to reach out and interact with executives independent of CEO approval or triangulation. This is a recipe for a bad outcome.

I will acknowledge that, with small organizations, board members often are asked out of sheer necessity to become involved with more operational matters. But even then, the CEO needs to be deliberate in keeping clear the role of the board generally and his/her role. Most board members who are corporate executives deal with corporate boards and understand the role of the nonprofit board and CEO. But not everyone does understand, especially those board members who may be very emotionally invested in the mission.

Your takes:

1. Be sure your corporate bylaws clearly articulate the roles of directors and the role of executive officers…and have term limits.

2. As a staff member, if a board member reaches out to you and requests you do something for them that is about the business of the organization, be sure to inform the CEO of the outreach.

3. As the CEO of a nonprofit or fundraising foundation, be clear in your own mind the extent to which you allow board members to participate in operational matters and then enforce your position.

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