Board Cafe: Should the CEO Have a Vote on the Board?

Board Cafe

Should the CEO Have a Vote on the Board?

By Betsy Rosenblatt

More nonprofit boards seem to be giving board membership and a vote to the CEO/Executive Director: a recent NCNB/Stanford study shows that 17% of boards include the CEO as a voting member (up from 9% in 1997). Proponents say that both board membership and a vote give CEOs credibility and respect, in particular with for-profit corporations where such arrangements are the standard. They argue that board membership gives CEOs a way to take stands on board matters, and that without a vote CEOs are cast as "second class" board members. Opponents claim that having a vote may give the CEO too much power, and disrupts the accountability of the CEO to the board. In fact, most nonprofit CEOs are not even members of the board.

The tension that comes from the balance of power between the chief executive and the board is often necessary to keep a nonprofit on the right track. Properly defining the roles and responsibilities of each- and promoting accountability between the two-may be challenging, but it's necessary for a healthy nonprofit.

The board hires, fires, and evaluates the chief executive: in effect, the board as a group is the chief executive's supervisor. The board delegates its authority to the chief executive. For that individual to be voting on the board and influencing decisions about his or her role creates a conflict of interest. If the chief executive were able to sway board decisions by voting, the board's independent role in keeping the chief executive on his or her toes is at risk. The board also sets the chief executive's salary, so it clearly doesn't make sense for the CEO to vote on that decision. Yes, the chief executive could recuse himself or herself from that discussion, but for how many other decisions would recusing be appropriate?

As the top staffperson, the chief executive already wields a great deal of power. He or she likely knows better than anyone what goes on in the organization. The chief executive controls much of the flow of information to the board and, for the most part, controls the hiring and firing of staff. A CEO's fear that without a vote, the board holds all the influence and control, is unfounded. In a healthy board-CEO relationship, the CEO gives reports and makes recommendations. A vote shouldn't try to accomplish what a discussion could.

But what about the argument that board membership and a vote are needed for the CEO to be respected both on the board and with outside constituents? If a vote is necessary for a board to demonstrate its respect for its CEO then something else is wrong with the board-staff relationship-and THAT should be addressed. And although nonprofit corporations must be as efficient and organized as for-profit corporations, nonprofits have different stakeholders, different goals and missions, than for-profit businesses do. They must find ways to demonstrate their efficiency and effectiveness to corporations by ways other than imitating their board practices.

In the organization on whose board I serve, the chief executive relies on the thoughtfulness and perspective of the board to guide the organization. In turn, she carries the confidence and ability to make day-to-day decisions and carry out the mission of the organization. She does her job, and we on the board do ours. It works out.


Original publication date: 4/13/2000

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