Tag Archives: code of conduct

Some Great Questions from Nonprofit Leaders!


It seems that spring is the season for all things board- related to be popping up in my inbox.  In addition to doing live and online training with nonprofit leaders, I have a pretty lively coaching practice.

Coaching nonprofit leaders (be they executive managers or volunteer board members) is my “candy”.

Seriously, who can resist the really cool questions like:
  1. Do we need a board motion to hire our new Executive Director?
  2. Should our board have a personnel or HR committee?
  3. What is the right way to handle a budding romance between a board member and staff member?
  4. Should a board member be given access to employee names and home phone numbers?
  5. What’s the right way to do an employee satisfaction survey?
  6. Who does the Executive Director officially report to?
In order, the answers are:
  1. Yes a motion and vote is necessary for legal reasons. Ideally the vote to appoint to the new ED should be unanimous.
  2. If you are a policy board or a policy governance board, HR or personnel matters belong to the paid senior managers and no personnel committee is needed. However, if your board is an operational (hands-on or grassroots) board, then a personnel committee may exist, but have a lively board discussion to be sure you actually need this committee. Discuss the possibility that one or more managers would be more efficient, effective and knowledgeable in HR matters than a committee of board volunteers.
  3. Does your Code of Conduct governance policy (you do have one right?!) speak to this possibility? If not, the board member should step down. She/he could be appointed to a committee or to another volunteer role. If the personal relationship ends, she/he could be re-elected to the board at the next AGM. The delicate part is often deciding who talks to whom. The “right” way is for the ED to meet with the board chairperson to identify the issue. The board chairperson could address the issue either directly (and tactfully) with the board member (face-to-face of course), or she/he could call a meeting of the executive committee or finally may hold an in-camera session at an upcoming board meeting. And now that you have it all figured out, write a new bit of policy for your Code of Conduct guidelines.
  4. If your board is a policy or policy governance board then the answer is No, she/he cannot have a list of employees and their home phone numbers. I cannot imagine a legitimate reason for a board member to have access to this highly confidential information. If there was one, employees would still have to give written consent before the information is released.
  5. It depends … best practice for surveys now use an automated platform such as SurveyMonkey – making responses anonymous and confidential which also helps increase return rates. Results are faster (but not fast) to summarize. If you are thinking about revamping your survey and need a bit of help (I’ve done hundreds for a variety of nonprofit organizations)… send an email to [email protected] and we can chat about best practices.
  6. The ED reports to and is accountable to the board as a whole. The chairperson or president of the board is not the ED’s immediate supervisor or “boss”, however the volunteer in this position often has frequent contact and the strongest relationship with the ED. This sometimes gives the impression that the chairperson is the immediate supervisor of the ED and can be the source of some uncomfortable confusion about who reports to whom!
This brings me to another interesting question:
Who should be your in-house expert in your organization on matters related to board governance and best practices?
Answer: It is the executive director or CEO.  It’s the only leadership system that works – the ED is the repository of organizational history and is the only true constant (for years or decades) at the most senior level of leadership. Board members will rotate every two or three years, and it is the ED who will step up to support new members learning, consistent practice, orientation to governance policies and a host of other agency related things.
So, if you are an ED reading this blog keep being curious, keep reading, keep watching videos. (Oh, nice segue …)
You can sign-up for a copy of my best-selling book Great Boards Plain and Simple (ebook for the full book) and for 3 free board training workshops at:
You can also sign-up for 3 workshops for nonprofit supervisors and managers at:
And, you can check out my 6 books for nonprofit leaders at:
All the best,