In the past, I was a nonprofit capacity building adviser, and this question came up often. The principles that applied to those charitable nonprofits can also help foundations.
It’s useful to think of this question in two-parts:
- Should the executive director serve as a board member?
- Should the executive director be a voting or non-voting member?
Executive directors as board members
I support making the executive director a board member. From my perspective, the executive director’s job is to represent the board’s interests to outside stakeholders, and vice versa. The executive director has the day-to-day expertise and knowledge of the foundation’s operations and work—from which board members are typically removed.
For the board to make keen decisions at the policy level, they need regular updates and real-time insights from the executive director on the foundation’s operations, work and outside stakeholders. And to do this properly, I think the executive director needs to provide more than written accounts. They should be part of the conversations.
Executive directors and voting rights
Now to the question of voting rights. I always think, it depends.
Most state laws allow it, but some don’t. That’s the first place to start.
Nonprofit professionals often debate whether giving the executive director voting rights is a good practice. And there’s a growing sentiment that it is; those outsider stakeholder interests get a vote.
However, the whole point of not giving the executive director voting rights is to protect them from conflicts of interest between the chief executive and those that oversee them. Executive directors already have a lot of influence over the organization. And board meetings are spaces for discussions and decisions informed (but not overly influenced) by that same person.
If the executive director is already looming over the board’s decisions, you probably don’t want them having even more influence. If the opposite is true, consider affording the executive director voting privileges. The board should weigh these factors when deciding whether or not to bring the executive director on as a full voting member.
In either case, but especially if given voting rights, the board needs to ensure the executive director recuses themselves from potential conflicts of interest (e.g. the executive director’s compensation, human resources issues, or even selecting new board members.)
These practices should be outlined in a conflict of interest policy, followed at every board meeting, and reflected in the minutes.
What’s your take? Please share your thoughts on foundation executive directors serving on the board.
Caroline Wertz is Senior Director of Programs at the Scheidel Foundation. Previously, she provided organizational development training, advising, and consulting to nonprofit and government organizations. She is a member of the Arlington Neighborhood Village Board of Directors and a former board member at Girls on the Run of Northern Virginia.