Originally published in the January 2012 issue of Board & Administrator, available electronically to current subscribers at publication.
Two CEOs in the same small community alternate service on each other’s boards. Is that any cause for concern?
Terrie Temkin, principal, CoreStrategies for Nonprofits, Inc., Miami, Fla., said that on the surface, there may be sound reasons for this type of arrangement — trust and expertise among them. “Because these two individuals trade places on their boards, they clearly trust one another,” she said. That type of support can be valuable, said Temkin.
In addition, in smaller communities, there may be limited resources when it comes to quality board members and professional support, she said. “That’s something that could hold the CEOs together, too,” Temkin said. “They rely on one another.”
Swapping service on each other’s board does not, on its face, indicate anything untoward is occurring, Temkin said. There is, however, a perception issue to consider, she said. And perception can be very important for nonprofit organizations, she said.
“The perception of conflict of interest is probably enough to suggest that they end the relationship,” Temkin said. “You don’t want the community losing trust in either organization.”
Mutual back scratching on issues like salary are less of a concern than community perception. If the CEOs are experienced, they are likely abstaining and avoiding discussion on issues like salary already, Temkin said.
“But it’s the perception in the community that’s troubling,” Temkin said. Volunteers, staff, patients and donors could wonder if they might be affected by decisions made without a say because of an arrangement between the two CEOs, she said.
There are other factors to consider, too. If any CEOs were to consider serving each other’s boards, they need to protect themselves, Temkin said. Both organizations’ policies on conflict of interest would require a careful review, she said. If the policies are not very specific about members not using board service to benefit themselves, both organizations open themselves up to claims of private inurement, Temkin said. The organizations could potentially have to fight to avoid not only steep fines, but could incur bad publicity, she said.
Meeting minutes are another area that needs scrutiny when local CEOs serve each other’s boards, Temkin said. “Do they in any way imply a quid pro quo between the executives and their organizations?” she said. Meeting minutes are a legal record and can be subpoenaed, she said.
There are other important considerations at work that argue against service on each other’s boards, Temkin said.
• Are the organizations building leadership for the future? If the administrators continue to serve their boards, they are going back to the same people over and over again for board talent, Temkin said. What happens if one of the parties moves away or retires?
“They have not built their boards for the future,” Temkin said.
• How do board members view the relationship? The CEO should not choose the board, Temkin said. “That’s the board’s role,” she said.
It can make the executive director look suspect when she is pulling people onto the board, Temkin said. “The board is the executive’s boss, and that person should not pick her own boss,” she said.
“Will board members come to say, ‘He doesn’t listen to me. He only listens to his buddy,’ because of the relationship?” Temkin said. There is a great potential for the rest of the board to say they will not give it their all because their ideas don’t count as much as the other guy’s, she said. “When that happens, you’ve lost the whole reason for having a board,” Temkin said.
• What is the board’s reasoning if they support this arrangement? If the board elected to pick the other organization’s CEO to serve, why did they make that decision? “Is it to make their CEO happy?” Temkin asked. If the board sees value in having this individual serve on the board, they need to communicate that to their community, she said.
• Is the board prepared to assume responsibility and blame? It’s important for the board to remember they as an entity are responsible for the organization, Temkin said. If there are sanctions, board members will be personally responsible for the fines, she said. “If someone in the community says, ‘Wait a minute, there is a personal benefit at work here,’ and I’m on that board, I don’t want to have put myself at risk for having agreed to this arrangement,” Temkin said.
• Is the mutual service arrangement enough to cause people to stop volunteering or donating? If there is a perception of hanky panky, that can happen, Temkin said.
For information, corestrategies4nonprofits.com.