Hypothetical Situation:. A member of the board of directors of a nonprofit corporation is elected "chairperson". According to the bylaws the sole duty of the chairperson is to preside at board meetings. This chairperson after being elected, however, begins making frequent visits to the program's business office for the purpose engaging in the hands-on supervision of the executive director (the CEO). The board of directors has never explicitly authorized the chairperson to undertake such supervision and the bylaws are silent on the subject. Despite all of that, the chairperson believes that such authority is inherent in the office of chairperson.

Comment on Hypothetical Situation: Many volunteers serving on a board do not fully understand their role and responsibilities versus the role and responsibilities of the paid management staff. It is improper for a single director to engage in day to day supervision of the paid staff UNLESS specific authority has first granted by the board of directors (and even then, it is probably not a good idea). Absent such specific board granted authority, a director's role is limited to voting on motions that are presented at board meetings

Proper Role for Board is Supervision: The board of directors should manage program operations indirectly by adopting detailed policies. Examples of polices include: Personnel Policies, Accounting/Fiscal Policies, Procurement Policies, Sexual Harassment Policies, etc. The board (or board committee) should regularly review existing policies in collaboration with the CEO. As part of the personnel policies there should be a process for regularly evaluating employees. This should include an annual evaluation of the CEO by the board

Summary:

• There needs to be a clear distinction between policy formation and implementation. The roles of board and staff should not become muddled.

• It is generally inappropriate for a director to supervise individual employees unless the board of directors has expressly authorized it and this authority is documented in the minutes. 

• Even with such authority it may not be a good idea. There needs to be one "boss" overseeing program activities.

• The effectiveness of a paid CEO can be undermined by the intermittent meddling of an unpaid volunteer board officer.

• Instead, the CEO should be supervised through a structured evaluation process.

• The board should spend its time formulating policy based on staff and committee recommendations and not become enmeshed the in operating details of the program.

• The CEO should present pertinent information to the board clearly and concisely. It is important that the board have an understanding of the organization's activities