Q: We were recently awarded a grant that required we hire a coordinator to administer the process. We have a board member with the skills and experience to handle the job, and it seems that her colleagues just assumed that she would fill the position.  However, as the executive director, I am concerned.  How can I supervise someone who serves as my boss?


A: On the surface, hiring a qualified board member to fill a job in the organization makes sense.  The organization eliminates the costs associated with a search, the person comes to the position with a built in commitment to the organization and its mission, and the learning curve is minimized because board members already know the players, the play, and the stage.

However, you are right to be concerned. The situation is fraught with potential for problems.  If the individual understands and is comfortable with the differences between her two roles, supervision may in fact be the easiest issue to deal with.

Personally, I would be more concerned with the potential for disgruntled staff to do an end-run around you and plead their cases directly to the board through this woman.  Even if this happens informally and without malicious intent, such as in the case of two colleagues engaged in an informal gripe session around the water cooler, your authority could quickly be undermined.

Then there is the serious issue of conflict of interest.  What happens if the best interests of the individual are different from the best interests of the organization?  An example might be if the focus of the grant turns out to diverge from the organization’s vision.  Might the individual still lobby the board to seek continued funding for the grant to ensure her position even though it is not the most effective place for the organization to put its resources?

The above situation could lead to a derivative action, which is a lawsuit filed against the board of directors for a director’s breach of the duty of loyalty, where the breach ends up harming the organization.

I would suggest you do several things immediately to protect your organization.  First of all, if there currently is no policy on hiring board members to work for the organization, I would put the issue on your next board agenda and force a decision.  I would suggest writing policy that also covers episodic jobs such as relying on the lawyers on your board to review contracts periodically.

Second, I would insist that the individual in question stay out of this and related policy discussions, as well as excuse herself from the final vote.  She could be perceived as self-dealing otherwise, which would open her to personal liability.

Third, I would exercise your authority as executive director to insist on making decisions about day-to-day operations, which includes hiring and firing all staff.  If you feel this woman deserves a chance to work in a paid position within the agency, you might ask her some hypothetical questions to determine her ability to effectively differentiate between board and staff positions.

If you decide in the end that this board member is the right person for the job, I would ask her to request a sabbatical from the board to run the length of her paid employment.  Such a move would reserve her place on the board, but would relieve her from the responsibilities most likely to result in negative consequences.

Finally, I would suggest checking out the book Managing Conflicts of InterestThe Board’s Guide to Unbiased Decision Making, published by BoardSource.