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The board has to manage the board.

By William Pawlucy, CAE and Bob Harris, CAE

An Executive Director sees a board member’s name on the caller ID and feels their stomach drop. Not because a strategic issue is coming. Not because the board is wrestling with mission, risk, or long range priorities. It happens because the pattern is familiar: another attempt to direct staff, another side request, another operational opinion delivered as if it were an instruction. That is the core issue this article addresses. When bad board behavior starts interfering with management, the board has to manage the board.

William Pawlucy, CAE recently addressed this on LinkedIn in a discussion about breaking the chain of command. His point was straightforward: when individual board members bypass the proper leadership structure, they create confusion, weaken accountability, and put the Executive Director in an impossible position. This article builds on that point and includes a Board Conduct Reset Checklist to help board leadership evaluate its current culture.

This Is Not the Executive Director’s Job to Fix Alone

The Executive Director reports to the board as a body. Not to individual directors. Not to the loudest volunteer. Not to the board member who believes experience, tenure, or personality creates special authority.

That distinction matters.

When a board member crosses the line into interference, the Executive Director should not be expected to correct the board member alone. The ED can document the pattern, describe the impact, and raise the concern. But the responsibility for addressing board conduct belongs to board leadership.

This is where many organizations get stuck. A board member behaves badly. The Executive Director tries to absorb it, work around it, or quietly manage it. Staff begin asking, "Why does this person get to do that?" The answer is usually not courage or authority. It is avoidance.

As Peter Drucker famously observed, “Management is doing things right; leadership is doing the right things.” Boards should ask whether they are leading responsibly when they leave the ED to clean up governance problems that only the board can solve.

Bad Board Behavior Is a Governance Problem

Bad board behavior is not a personality issue first. It is a governance issue first.

The warning signs are familiar:

• Snupervision, when board members act like supervisors and go directly to staff.
• Micromanagement, when directors focus on how work is being done instead of what results are needed.
• Dominating meetings, when one voice crowds out deliberation and turns governance into performance.
• Confidentiality breaches, when sensitive conversations are repeated outside the boardroom.
• Personal authority behavior, when someone treats board service like a title with operating power.

A healthy board member asks questions. A healthy board member probes assumptions. A healthy board member wants accountability.

That is not the problem.

The problem is interference. The problem is when a board member acts alone, redirects staff, reopens settled matters through back channels, or uses board service to create a personal power base.

We have seen this happen in real boardrooms. A meeting starts with strategic discussion about priorities for the year. Twenty minutes later, one director is pressing staff about website edits, office workflow, or who approved a vendor invoice. The room shifts from governance to operations, and everyone feels it. Staff become guarded. Other board members go quiet. The Executive Director is left trying to answer questions that should never have been framed as board business in the first place.

That is not engagement. That is governance drift.

The Board Chair Is the Governance Buffer

The board chair is not just the presiding officer. The chair is the protector of the process.

A strong chair serves as the governance buffer between individual board members and the Executive Director. When a director starts freelancing, bypassing structure, or pressuring staff, the chair should redirect the behavior quickly and clearly. The mantra is simple: Always put a board member between a board issue. Governance is governance, and management is management.

That can sound as simple as:

• “Please bring that through the Executive Director.”
• “That is an operational matter, not an individual board assignment.”
• “The board acts as a body, not one member at a time.”

William Pawlucy, CAE has made this point consistently in discussions about chain of command. Boards create confusion and weaken accountability when individual members bypass the proper leadership structure.

The chair should not shield the ED from accountability. The chair should shield the organization from disorder. That includes reinforcing that no individual board member gets to become a shadow supervisor.

The Governance Committee Must Help Set the Standard

The governance committee should do more than recruit names for open seats. It should help define the standards of board service and maintain the culture that makes good governance possible.

At its best, the governance committee is the group responsible for board effectiveness, recruitment, and discipline. It helps the board function like a governing body instead of a collection of individual opinions. It should be composed of respected, objective board members who understand the distinction between oversight and operations and who have the credibility to address conduct issues directly.

That means the committee should help establish:

• Clear role expectations
• A board code of conduct
• Confidentiality standards
• Commitment forms
• Orientation content
• Assessment processes
• A path for addressing conduct concerns

If an organization does not already have a governance committee, start with a small group of trusted directors who are known for judgment, discretion, and fairness. Avoid filling it with the loudest personalities or with people who see board service as operational authority. This committee should protect governance standards, not complicate management.

Good governance does not happen because everyone is nice. It happens because expectations are clear and consistently reinforced.

The governance committee is often the right place to ask hard questions before behavior becomes disruptive: Do board members understand their role? Have expectations been reviewed recently? Is the culture rewarding thoughtful oversight, or rewarding the loudest person in the room?

Silence Becomes Complicity

Boards often tell themselves they are being diplomatic when they ignore bad conduct. In reality, silence usually functions as permission.

If a board member repeatedly bypasses the ED, dominates discussion, or leaks confidential information and nothing happens, the board has made a choice. It has validated the behavior.

Board members should police each other. Sitting silently while a colleague interferes with management is not courtesy. It is a failure of fiduciary duty. Duty of care includes protecting the organization from governance behavior that disrupts leadership, confuses staff, and weakens accountability.

Silence also changes the culture. Staff stop trusting the board. Thoughtful board members disengage. The Executive Director starts managing around dysfunction instead of leading the organization. What goes unaddressed at the board level eventually shows up in staff morale, decision quality, and organizational confidence.

John Carver put it plainly: “Boards that do not govern, do not know that they do not govern.” That is what makes inaction dangerous. A board can mistake passivity for professionalism while governance is quietly weakening.

Board Development Is Prevention, Not Punishment

The best time to address conduct is before there is a conduct problem.

Board development should be treated as prevention, not punishment. Orientation, role education, board assessments, and codes of conduct create shared language before conflict becomes personal. They give the chair and governance committee a framework for addressing issues objectively.

Useful tools include the Association Options Board Assessment Toolkit, practical Forms for Nonprofit Board Members, and clear board orientation practices that define governance boundaries early. These tools work because they reduce ambiguity. They give everyone a common reference point instead of relying on assumptions.

What the Executive Director Should Do

The Executive Director should not discipline the board, but should respond professionally and deliberately.

1. Document the behavior. Record dates, facts, and impact. Stay specific.
2. Keep it objective. Focus on governance, staff confusion, operational disruption, or risk.
3. Raise it with the chair. If the chair is the problem, go to the vice chair or governance committee.
4. Use clear language. Try this script:

“I want to raise a governance concern, not a personal complaint. We have a pattern of individual board member interference in operations, including direct contact with staff outside the proper process. This is creating confusion, weakening accountability, and affecting management. I need board leadership to address the behavior and reset expectations.”

The goal is not protection from discomfort. The goal is a governance response.

What the Board Chair and Governance Committee Should Do

When concerns are raised, board leadership should act promptly.

1. Meet privately with the board member.
2. Describe the behavior clearly.
3. Tie the concern to the code of conduct, commitment form, or role expectations.
4. Explain the impact on governance, staff, and the Executive Director relationship.
5. Set explicit expectations for change.
6. Document the conversation if appropriate.
7. Escalate through the governance committee if the behavior continues.
8. Use bylaws and legal counsel if formal action becomes necessary.

This is not about embarrassment. It is about fiduciary discipline.

Legal Note

This article is not legal advice. Boards should follow their bylaws, policies, and applicable law. If removal, censure, or other formal action is being considered, consult qualified legal counsel before proceeding.

Board Conduct Reset Checklist

Ask these questions honestly:

1. Do we have a current board code of conduct?
2. Do board members sign commitment forms or role acknowledgment documents?
3. Do we review confidentiality expectations at least annually?
4. Do board members understand that they do not direct staff?
5. Do we explain the difference between governance and management during orientation?
6. Does the board chair actively redirect operational interference?
7. Does the governance committee monitor board culture, not just nominations?
8. Do we have a process for raising concerns about board behavior?
9. Do we conduct regular board assessments?
10. Do we review results and act on them?
11. Do our bylaws address removal, resignation, or nonrenewal clearly?
12. Do we reinforce expectations with members, stakeholders, and donors in mind, not just internal personalities?

Governance is most powerful when it is self aware, self disciplined, and self correcting. Boards earn trust when they hold themselves to the same standards of discipline and accountability they expect from staff. That is not harsh governance. That is healthy governance.