Board Conflict with Executive Director

Dear Kim,

I am president of a board of a nonprofit organization. Our by- laws mandate that we have a personnel committee for reasons that I believe are important. The executive director has been here for 14 years. She has overwhelmingly stated disappointment and feeling insulted by my proposal for a personnel committee. I tried explaining that this is just an advisory committee and can assist me in further understanding our organization, at the same time they can offer suggestions that will further our mission.

However, I have received anger and resentment from the executive director. Now I understand she is bad mouthing my intention to the rest of the staff and attempting to place people against me. She has lied to me on a few other things and now I am beginning to suspect that she may be doing something unethical. Is it wrong to feel this way?
—Just Trying to Do My Job

Dear Trying,

No, you are not wrong to feel the way you do. You suspect she is doing something unethical and, in fact, if she has lied to you, she has already done something unethical. It is important not to jump to conclusions– she may simply be a very defensive insecure person who has never been challenged by the board. However, let’s be clear: the board is the employer and supervisor of the Executive Director. You are her boss. A personnel committee actually protects her from unfair treatment by the board (or by her staff), by reviewing and implementing the personnel policies. (Do you have personnel policies?)

Even though she is difficult, you need to talk to her. Tell her what you have heard and what your motives are and ask her to be specific about what is so insulting about living by your by-laws. Before you talk to her, though, I would talk to previous board chairs and ask whether the personnel committee has ever existed and what happened to it. You might also want to talk to a human resource person at a large nonprofit, or a board chair at another nonprofit and ask them what their personnel committee does and how the staff views it. When you talk to the Executive Director, do not go alone. Get someone to go with you who can help mediate the conversation. If she is hiding something, you need to find out and deal with it. If she is not, you need to be reassured of that so that you can work with her.

Good luck.
—Kim