Board Chairs Should Keep Full Board Informed

Challenges arise in every organization and with every board. If you are the board chair, you have to decide what to bring to the full board. As chair, you don’t want to cause panic when a situation can be easily handled. But you also have to remember that the board chair does not have more power than the rest of the board and that the full board has fiduciary responsibility for the organization. Other board members cannot exercise this responsibility if they don’t know what is going on. Plus, we all work to bring great people onto a board. The more skilled, experienced people you have addressing a problem, the more likely it will be resolved with a positive outcome.

In today’s post, a board member describes a situation in which the board chair and vice chair failed to inform the entire board about an issue with the Executive Director in a startup organization. When the ED quit, the rest of the board was rightfully angry. Layered on this is advice about doing a startup.

Startups Are Hard

From a Board Member somewhere in the US.

I was vice chair and worked closely with the board chair. The organization was a startup with a very specific mission and target clients.  The founders were board members, not staff people. That said, as a startup, the board was hands on, helping with project management, finance, marketing, and fund development.

The Executive Director was a new ED but had been a higher-level program manager at a larger nonprofit. He had an inspiring vision that matched the philosophy the board had established when we started the organization. The ED was new to startups as were most board members. I had been involved in several for-profit startups, so I knew how much work we had ahead of us. I was prepared for the long hours, risk taking, and ambiguity.

The ED was tasked with hiring staff and developing the program. He and the staff built on our vision to create a comprehensive program that served our target clients. He also worked with staff to develop and implement an outreach process. We had some initial funding, primarily from our founding board members.

Overworked ED Walks Out

We launched our program. Staff were working super hard, but everyone was excited to be part of a new enterprise. Everything seemed to be buzzing along great. And then the ED started to complain. He was working too hard, too many hours. Everyone was making too many demands on him. He felt overwhelmed. The board chair and I tried to help him prioritize his work. We individually took on some tasks. But the complaints kept coming. The board chair and I thought that we could help the ED work through the issues, and we decided not to say anything to the board.

Weeks passed, then months. The ED was not getting more organized and the complaints increased. Then one day, he called us and told us he was ill and would not be coming in. He said he might be away for awhile. When we walked into his office, we discovered that he had cleaned out all his personal things. It was clear that he was not coming back.

We called an emergency meeting of the board. They were surprised – and angry – that we had not told them in advance what was happening. We had people on the board who had a lot of management experience who suggested that we could have worked out a smooth exit strategy that would not have left us in a lurch. Instead we were in our first year of operation and we lost our ED. We were not sure if the organization would survive. Fortunately, we were able to bring on someone who had experience with our target clients.  We kept the organization going – and now many years later, it is flourishing.

Lessons Learned

I learned a couple really important lessons for this experience – lessons that I have already applied in other situations.

The Chair should not act alone: The first lesson applies to every nonprofit board: the board chair and/or vice chair should not act alone. Yes, the board chair can speak for the organization. But he or she does not have any more authority than any other board member. If a problem comes up, it should be shared with the entire board. We spend so much time identifying board members with great experience. And then we don’t use them! If you are a board chair and you face an issue – especially around finances or personnel – don’t go rogue! Bring in your team.

Ensure staff know what a startup means: Second, if you are doing a start up, you need to really vet people to make sure they understand what they are getting into. Startups are not for everyone. They require hard work, sacrifice and a willingness to deal with risk and ambiguity that some people are just not cut out for.


  1. Craig Stewart

    As always Janet – great advice!

  2. Ruby Love

    Wow, did you nail this one Janet! Well done with several great lessons. Two in particular stuck with me. When people share they are exhausted it’s a good indication they’ve likely gone past the point of no return and keep your team in the loop. Boards act as a team and they are strongest when they are approached that way.

  3. Thanks greaat post

  4. […] So, don’t act alone. Keep the rest of the board informed. Use them as thought partners. You will get better results. Read more here. […]

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