Dear Joan: The Board Fired the CEO and Took Over!

by Joan Garry

Never hesitate to shoot me an email with questions you have or blog post ideas. Ideas from my readers drive most of my content.

“Dear Joan” is an ongoing series where Joan responds to readers who send emails asking for nonprofit advice, practical solutions, or just general therapy (Joan tries not to make direct comments on a reader’s psychological state — that’s called practicing without a license).

First off, thank you to the many folks who write with ideas for blog posts and who reach out with questions. The volume is quite overwhelming and I’m thinking a lot about how I can reach more people to offer the advice (and shot in the arm) they need. I’ll have more to say on that soon….

Today, I picked two different – but related – questions.

The first comes from the member of a senior staff who is concerned about the role of the board after a CEO is fired and the second comes from a CEO working through what appears to be dysfunctional relationship with her board chair.

What’s the common thread? It’s the relationship between the board and the staff. What it can look like if roles are not clear, if there is a lack of trust, if the board is not clear on its role, if the CEO does not lead.

One of the most important theories I have – as an author and a consultant – is that a thriving nonprofit should be like a twin-engine jet. Each engine – board and staff – must operate well independently and together.

Far too often, that is not the case. See Exhibits A and B below. Because I like to illustrate what the Board–CEO relationship does look like when it’s humming, I offer Exhibit C – a “tip o’ the hat” to a beloved board chair.



Dear Joan: Our Board of Directors has recently fired the CEO of our non-profit organization. There were legitimate reasons, and I do not fault them for doing so. However, there are now 2 Board members who have taken power and are overriding our COO and CFO (who is also the Interim CEO) in all decisions. The Board has secret meetings and is not transparent at all. We are all worried that the organization is not going to make it under this takeover. Can a board take over like this leaving the staff powerless?

– One of the Powerless

Dear Powerless:

You aren’t going to like me very much when I say this but yes, the board can take over like this. But (and I’ll say this gently) you are asking the wrong question. The question everyone should be asking is SHOULD THEY? And the answer to that question is an emphatic NO!

You didn’t get into the details on this, but I’m guessing that the board put its faith in a CEO who drove your organization into a ditch. I’d further guess that the board was held at a distance from the problems and they felt powerless. Lastly, I’d guess that the board waited longer than it should have to fire your boss. (Have you ever heard anyone ever say they wish they had waited longer to fire a problematic employee?)

This triple play of circumstances has led the board to grab all the power with a dose of skepticism about anything that comes from the staff. Their behavior is understandable.

But it’s sure not helpful.

Leadership transitions are the single most destabilizing moment in an organization’s life, especially when they happen as a result of a termination.

Here’s what I’d recommend.

The interim CEO should ask for a meeting with the two board members leading the transition to talk about role clarity and for a general update. Here are some talking points:

  • Appreciate the board leadership for taking such a firm hand on the reins. (We may think it is too firm but they are stepping up and it IS a lot of work.)
  • Update the board on how the staff is managing through the transition. Reiterate that the staff is solidly behind the board’s decision to terminate your boss.
  • Ask to clarify your role during this interim phase. What do they see as success here? Let them know you’re not at all clear about decision-making.
  • Ask for an update on the process and the timetable. Say that some staff, including some of your very best performers (if there are a few people you all agree on) are very anxious about the future and this can lead to attrition – something the organization can ill afford.
  • Acknowledge that this must be a stressful time for the board – can the interim show some leadership and extend a hand? Offer some online resources. There’s an entire section on this blog dedicated to board leadership. Have them check it out. And if you want to dig deeper, my new book has an entire chapter on leadership transitions.

Bottom line: work with the interim and encourage that person to extend a hand. Ask for clarity. Acknowledge, appreciate, update and most importantly, demonstrate a dose of leadership by having this kind of conversation.

– Joan


Dear Joan: A current board member, also the past board chair, has stated that she does not trust me, the ED. In her last year as chair, we discussed issues several times and nothing changed – for either of us. I could go on but here’s where we are: she told the new president that she does not trust me. So we want to sit down and discuss this with her. I feel there are two outcomes… either she changes her attitude or she should resign from the board based on derelict duty of care and loyalty to the organization.

– Trust Me or Leave

Dear Trust Me:

Time for some tough love here. Clearly I don’t know the details but the tone of your note tells me there is a good deal of anger on your part – and that can happen when you are good at your job and feel distrusted.

But try to remember that your past board chair does indeed have loyalty to the organization or wouldn’t have stepped up to begin with. Sometimes the toughest board members are the ones who care the most.

Next, I am a bit worried about the leadership of your current chair. It sounds like your past president has more power than the board chair. It’s time for the current board chair to step up and this meeting may be the opportunity.

Have a pre meeting with your current chair and talk through how to have the conversation. Please go in with an open and curious mind. Check your defensiveness at the door. Be sure that both of you ask A LOT of questions to unearth the root of the distrust. If your current chair’s experience with you is different, she needs to say so. It’s not to provide you with cover but rather to remind the past president of who’s in charge and that there are board members with different perspectives.

Next, when did you last have a performance review? Maybe it’s overdue or time. You can minimize the single voice of your past chair with a chorus of others who are happy with your work. If your current chair suggests this as a next step from this meeting, the past chair may feel heard and at the same time, her power may diminish.

Lastly, I see this all the time. Past chairs staying on the board. I understand why people do it but they do so at their own peril, especially if the past chair’s identity is wrapped up in the organization in what might be seen as ever so slightly unhealthy. Consider an Emeritus Board that meets from time to time in some kind of advisory capacity. The new chair needs to be allowed to be in charge.

– Joan


Dear Joan: We have had a board chair for several years that has done so much for our non-profit organization, time and monetarily. This person is leaving the chair position and still staying on the board. What can we do as special recognition for this outgoing board member? Is there a special title we can bestow upon her? Perhaps we can put her name on a wing in our building as long-term recognition. Any thoughts?

– Appreciative of My Board Chair

Dear Appreciative:

OK, so this is what we are aiming for. A board chair that is appreciated and an executive director that understands the importance and power of acknowledgment.

First, I am delighted for you that you have a wing to name after your board chair. That is awesome. But not so fast! If you have a building and a wing to name, I hope you have some kind of naming campaign and be sure that your board chair gives at the appropriate level for a wing.

Some other thoughts. If you read my answer above, you’ll see that I mentioned an Emeritus Board. Do you have one? Might it be time to start one and ask her to be the chair of that Board?

Do you have an annual gala? Do you give awards? Can you bestow one on her? Start a new one just for volunteer leadership maybe?

For smaller boards, there is nothing – absolutely nothing – like feedback from your peers. What if the board chipped in to buy a meaningful gift, even if it is small, accompanied by a “booklet.” This booklet would be created by the board, each page a tribute from current and former (reach out to them too) board members. A story about something specific contribution, a way in which the board chair led, mentored and stood as a real champion for the organization.

I guarantee you that your board chair will read through it often… Hope this is all helpful.

– Joan

If you have further advice for any of my readers above, please share in the comments below.

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