Dear Nonprofiteer, Does a staff member get a seat on the Board?

Dear Nonprofiteer,

Can you please clarify for me about a paid Program Director having voting rights on the executive board? I am currently on a non-profit board that will be modifying the by-laws. The Program Director (paid position) insists that he should be a voting member of the board. I feel this is a conflict of interest. Do you have any guidelines etc that I can present to the board? I appreciate your help on this. Do you have any books etc to purchase that could serve as good training tools?

Signed, Conflicted

Dear Conflicted,

The Nonprofiteer doesn’t have any books or pamphlets or anything (though she’s thinking maybe she ought to try writing one), but please feel free to refer staff and Board members alike to earlier postings here, as the issue has come up more than once. See, for instance, “How do we keep it all in the family?” and  also the first paragraph of the Nonprofiteer’s reply to “How to reconcile Board and ensemble.”

Your view that the Program Director doesn’t belong on the Board is absolutely correct: a nonprofit Board of Directors consists of volunteers, who supervise paid staff.  I presume you have an Executive Director over and above your Program Director, in which case this holds doubly true: no member of the staff except the Executive Director should even report directly to the Board.  The Board supervises the ED, the ED supervises the staff, and if there’s some staff-ED conflict the Board’s only choice is to back the ED or fire him/her.

If your Program Director is what would be called the Executive Director at another agency–that is, he reports directly to the Board and the whole rest of the staff reports to him–he serves on the Board ex officio only–that is, only in his capacity as a member of the staff, and without voting rights.


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