Should a CEO sit on the board of his/her own directors' companies?

Tuesday, September 1, 2009

Make the Founder a Permanent Board Member at Your Peril

Q: Our current executive director is the founder of our organization. While she has accomplished much over the years, the board feels it is time to find someone with a different skill set to move the organization to the next level. We expect this will be a difficult transition. The board chair suggested we make the founder a permanent board member in recognition of her vision and commitment. While I think the chair envisioned this as an honorary or advisory position, some of us know the founder well and suspect that she will expect that not only she but her family members serve as voting members on the board for generations to come. Our guts tell us this wouldn’t be wise. What are our options and how do you suggest approaching this?

A: Listen to your gut! While I appreciate what you perceive to be the founder’s desire to remain intimately connected, the organization belongs to the community, not to her. And, your responsibility as board members is to the community, not to her. Allowing her and her family to serve as permanent voting members of the board would not be wise on several levels.

As long as the founder remains on the board, the rest of the board will tend to defer to her. This will make the position of the new executive director untenable, and the entire reason you went with this change in the first place will become moot because she will remain the de facto executive director.

A clean cut would be better. To make such a cut easier, before the founder is asked to step down I would make sure that the board takes the time to review with her the mission, vision and organizational values. If she feels confident that everyone understands her vision and is committed to taking it, and the values on which the organization was founded, forward, she may be more amenable to letting her “baby” operate independent of her, knowing it won’t stray too far from “home.”

There may be arguments for allowing her family members to serve on the board, but having multiple members serve at one time is wrought with potential problems. It’s not that there aren’t some definite pros, as I enumerated in a 2000 column entitled, “Should Husbands and Wives Serve Together,” but the cons are powerful. Among them: her presence will always loom large, dictating the direction of the organization. In addition, you will be limiting your reach into the community. Families tend to share many of the same contacts. Today, when board size is shrinking, it becomes particularly important to insist on greater diversity to increase the probability of widening your organization’s circles of influence as much as possible. Of course, then there are the flip sides of the same coin where group dynamics can become dysfunctional if the family either votes as a block or is constantly fighting. In the first instance the family forgoes the critical thinking so essential to the best decision-making. In the second, others may disengage to avoid being thrust in the middle of a public argument. Of course, the founder’s desire to have family members serve in perpetuity amplifies the potential problems. What happens down the road when a grandchild or great-grandchild lacks an affinity for the organization, yet is expected to serve?

One way you might handle this challenge is to be totally honest. Play on the woman’s love for the organization and her desire to see it flourish over the long term. Suggest that you would like to add “emeritus” to her title and invite her to serve as the face of the organization as well as an honorary board member throughout her lifetime. You may further recognize her by assuring her that her name and emeritus title will remain on the organization’s collaterals in perpetuity by codifying such instructions in organizational policy documents. However, I’d think long and hard about having her come to board meetings even without a vote. If she has a voice, she may still hold sway – at least until all board members who served with her when she was executive director are gone. Understand that she may not find these terms acceptable and you will have to make some very difficult decisions.

Of course, I’d start with going back to your bylaws and articles of incorporation. There are founders that insist on some sort of perpetuity clause when drafting these documents (something with which I am very uncomfortable). If she did, unless you change the bylaws and/or articles and re-file them with the Internal Revenue Service, you are pretty much stuck by the language contained in those documents.


  1. Very good information! I am the founder of my organization and this will make me word my bylaws and organizational documents that will last, compliment, and insure that my baby will evolve with the community in mind

  2. www.freehelpeducation.orgMay 14, 2012 at 3:12 AM

    Thank you for your article, I am a founder of new non profit, had been working on this mission 16 months, but an objectives, a promised that was placed on hold for 50 years to give back to the community. Your article gave me confidence that when the organization get going and finacial independence, I would be able to leave. I thought that I would have to be around always to oversee the growth of my passion. Currently pending for the IRS 501(c)(3) approval, my value system and tranferency, I 100% support the management cost of ongoing website Free Help Education Organization, until I have 501(c)(3) approval, I am not sure if it is legal to ask for donation. Would appreciate your advice.
    Thank you,