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Marilyn L. Donnellan, MS

About Marilyn

Can a Board Member Have a Staff Member Terminated?

No joke! This really happened. A young, enthusiastic professional I’ll call “Sally” was hired to coordinate all of the nonprofit’s fundraising events. “Betty” was a board member and volunteered to be the chair of the first golf tournament, in partnership with Sally.

At their first meeting, Sally noticed that Betty was very dictatorial and expected things to be done her way. Sally had worked with a lot of volunteers, so she listened respectfully to Betty’s advice and made gentle suggestions about alternative ways to conduct the event, based on her own proven experience. At no time did Betty say to Sally, “I’m the boss and you have to do what I say,” so Sally assumed Betty understood that she was a figurehead and not really in charge.

After the successful event was completed, Sally presented her written report to the executive director, Judy. Judy asked Sally to sit down and bluntly told her she was fired.

In shock, Sally asked, “Why? What did I do?”

“Betty complained to me that you did not follow her directions when you were planning the golf tournament. She is a board member, after all, and she wants you fired, so I have no choice,” Judy said.

This is a perfect example of blurred lines of authority and responsibility that often create chaos in a nonprofit. When neither the staff nor the board member has a clue as to who is in charge and when, unnecessary conflict is the result. In this example, the nonprofit lost a valuable employee who was so disgusted by the whole thing that she left the nonprofit sector, totally disillusioned.

Why do events like this happen all too often in nonprofits? In my experience, both as a nonprofit CEO and as a consultant, the number one reason conflict between board members and staff occur is because they have not received training on their respective roles, responsibilities,and lines of authority, i.e., who is in charge and when.

Board members, especially in smaller nonprofits, will often have different roles, or wear different “hats.” Board members sits on the board of directors in a legal governance role. The same board members will often serve on committees. And, finally, some board members get involved at the program level as volunteers when they help serve food at the soup kitchen, participate in a fundraiser, or fill any of a myriad of unpaid staff roles. Conflict arises when board members try to exercise authority that is inappropriate for their specific volunteer role.

This chart illustrates board and staff roles and responsibilities.

This chart illustrates board and staff roles and responsibilities.

This Board and Staff Roles and Responsibilities Chart illustrates the appropriate lines of authority, depending on the “hat” a board member is wearing.

When volunteers are wearing the board member “hat,” policy and governance are their primary roles—not the detail of procedures, which is the staff’s role. The executive director is the only staff person over which the board has authority. All other staff are responsible to the executive director, not to the board.

The second “hat” which volunteer board members might wear is that of committee members. Committees are extensions of the board whose only authority is assigned by the board. In this role, the volunteer is acting in an advisory role only. There is no line of authority over any staff. The staff person assigned to the committee is also in an advisory role to the committee and has no authority over the committee. Committees can also include non-board members.

The third “hat” which volunteer board members or other volunteers might wear is that of unpaid staff. In this role the volunteer is performing a program service (e.g., serving food at the soup kitchen or taking tickets at a concert) and is directly responsible to the staff person who has been assigned supervisory responsibility.

Understanding these roles and lines of authority can greatly reduce the tensions between staff and board members. Board meeting agendas more often then focus on policy and budget recommendations from the committees rather than the details of operations.

Based on the illustration at the beginning of this article, what would have been the results if the executive director and the board member understood their appropriate roles and lines of authority?

  • First, the board member would have understood (because she had received training at her initial orientation) that when she is wearing the program “hat,” she is serving as an unpaid staff person and is under the authority of the designated staff supervisor.
  • Secondly, the executive director would not have fired the event coordinator. Instead, she would have carefully reminded the board member of the proper lines of authority and that staff are responsible to her as executive director, not to the board members.

Over the years I have heard hundreds of similar stories about board members who overstepped their authority, but also of staff who believed that if a board member said “jump,” the only question was “How high?” Don’t get me wrong, I know that changing the culture of a board and the thinking of staff on this issue is not easy, especially for a firmly entrenched board. And, sometimes the executive director is new to nonprofits and is fuzzy on how staff and board relationships are supposed to work.

So, how can a nonprofit develop clearer lines of authority? There are two steps that any executive director can take today that will eventually lead to a better working relationship between board members and staff:

1. Training—Make sure that all staff and board members are trained on their proper roles, responsibilities and lines of authority;

2. More Training—Assuming the first step of training has occurred, whenever conflict arises between staff and board members, the first questions should always be, “Were the lines of authority breached and by whom?” It is helpful to keep this topic in front of the board and staff by annually pulling out the Board and Staff Roles and Responsibilities Chart and going through it again, and referring to this Chart when there is a problem.

Working relationships between board members and staff can become uncomfortable and tense when neither understands who is supposed to do what, when and who is in charge. By taking the time to insure (by training and regular reminders) all board members and staff clearly understand the various “hats” board members can wear, and how that impacts working relationships, there will be less chaos and more congenial working relationships.



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  1. Kevin on May 9, 2018 at 6:52 pm

    Was it legal? I have basically the same situation. Board member with a grudge it seems. Also can board members follow and spy on employees or employee prospects? In my case the board member reported exact movements and events. Showing to me very unprofessional behavior.

  2. JM on September 5, 2018 at 9:21 am

    This is quite common. I have had it happen, then accused of protecting the staff. We all know it's not right. Yes, training is needed, but what's the best way to respond in the moment? That would be great advice to give.

    • Marilyn Donnellan on March 22, 2019 at 1:36 pm

      Big sigh. Such conflict occurs when neither board members nor staff are trained in roles, responsibilities and lines of authority. Staff are hired and fired by the ED. Period. Board members who are toxic and overstep their responsibility should be fired by the board.

  3. AC on March 22, 2019 at 7:58 am

    This is a great article. So how about from the other perspective? You have a 501(c)(3), established years ago but never had a board of directors and has been run by three paid employees. The employees decide to put together a board of directors and recruit three people. While recruiting, the staff openly admit that they have no idea what a board is or its role. Eight months in, the same staff members write a letter to the board advising that they (the management staff) have decided to dissolve the board with immediate effect, followed by a total severance of communication by the staff and no explanation. What would you suggest moving forward here?

    • CharityChannel Editors on March 22, 2019 at 10:17 am

      @AC, interesting question. Quite frankly, for the IRS to have granted 501(c)(3) recognition, there would have had to have been an initial board of directors. So your stated premise that there wasn't one doesn't square with the statement that it's a 501(c)(3) organization.

      Setting that aside (at great effort), under the principles of corporate governance it is just not possible that staff members, as such, have authority to dissolve a board. They can try, but to succeed, the board would have to agree to resign. In that case, though, the organization will at some point probably face dissolution under state law or loss of its 501(c)(3)/170(c) status under the Internal Revenue Code.

      What would I suggest moving forward? Seriously, the organization needs to engage legal counsel competent in the law of tax-exempt organizations. This is a train wreck, and there might even be board-member liability under state law.

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