Trustees that cross back and forth between “Board service” and service as “volunteer staff” during their involvement in their institutions are particularly common in small museums. This phenomenon is certainly understandable – as institutions with a small professional staff are consequently more dependent upon volunteer staff than larger museums with greater personnel resources. Many such Trustees provide invaluable assistance to their institutions by also serving as volunteer staff – helping with the implementation of programs and events, the planning and installation of exhibitions, the research and preservation of collections, and other duties typically performed by professional staff at larger institutions. However, difficulties with this practice can arise if such Trustees fail to recognize when their activities cross the border between Board service and service as volunteer staff and how this shift results in a critical change in their role.
Collective Governance at the Core of Board Service: The Board of Trustees of a non-profit museum has a collective responsibility for the governance of their institution, which at its core is a fiduciary responsibility to insure that the museum always acts in the best interest of the public in fulfillment of its mission. Discussion of the precise nature and scope of Board responsibilities isn’t the focus of this article, but such discussions are readily available to both Trustees and professionals in the field (e.g. from AAM’s online resources, Richard T. Ingram’s ubiquitous Ten Basic Responsibilities of Nonprofit Boards, and other diverse sources such as the Minnesota Council of Non-Profits website).
What is essential to this article is the fact that these responsibilities are held and fulfilled collectively by the Board as a whole. Trustees should never take independent Governance action as individuals as Governance authority rests collectively with the Board as the institution’s Governing Body. While subsets of the Board (e.g. an Executive Committee) may be authorized to take action on behalf of the Board under certain specified circumstances, even these actions are typically undertaken by a group of a specified minimum size (e.g. a quorum of the Executive Committee) NOT a single individual, often with the necessity of being reported to the Board immediately thereafter. Should an individual Trustee ever take action both independent of the Board and without specific Board authorization, then this is an indication that either this is an inappropriate action or it is an action taken not in the individual’s capacity as a Trustee, but instead as “volunteer staff.” By definition, all staff – both professional and volunteer – perform management functions under the overall direction of the CEO. Consequently, Trustees performing duties as “volunteer staff” should follow the direction of the CEO, or the CEO’s designated representative, when performing these “non-Board” functions.
Potential Problems that Can Arise “Crossing the Border”: Thankfully most Trustees who also serve as volunteer staff understand and respect the differences between these two roles and don’t cause any difficulties. However, for some Trustees crossing this border can become a source of confusion, misunderstanding, and even serious management and governance problems. The most problematic of these situations usually fall into one of two categories:
- Trustees who believe that the collective Governance authority they hold as a member of the Board transfers to their work as an individual member of the volunteer staff. – Situations in this category often include individual Trustees working as volunteer staff being unwilling to accept direction or guidance from the CEO or other professional staff, or even attempting to use their perceived authority as a Trustee to interfere with or try to take control of the implementation of a program, event, or other management level task.
- Trustees whose volunteer staff work on implementation of programs, events, or other management tasks lead them to believe that operational decisions about these management level tasks should be subject to prior Board approval. – Situations in this second category typically arise when the border crossing Trustee urges Board colleagues to collectively get more involved in decision making regarding management level tasks. While the impetus to exercise Board authority collectively is more appropriate than trying to wield such authority as an individual Trustee, it may encourage the Board to micro-manage lower level issues that are best left to the CEO and any other professional staff members operating under broad policies approved by the Board.
Addressing Border Crossing Problems: Dealing with situations in either category can be delicate as the potential for upsetting the individual Trustee(s) involved is high. What approach is most appropriate will likely depend a great deal on the specific circumstances at the museum experiencing the problem, including the relationships that the CEO has with individual Board members – particularly the problematic Trustee and the Board Chair. Following are a few thoughts on possible approaches:
- Confidential discussion between CEO and Problematic Trustee – It is always possible that the CEO having a friendly confidential discussion with the problematic Trustee can quietly resolve this type of situation. While this is the simplest and most straight-forward approach, its outcomes frequently fall at one extreme or the other (i.e. either a wonderful “quiet” success or a total disaster). Not all Trustees will be receptive to even a carefully diplomatic conversation with the CEO on this topic. It is important to remember that the Trustee may view such a conversation as their “employee” criticizing the “boss,” rather than a knowledgeable professional hired to manage the organization trying to provide sound advice based on best practices. I would only recommend this approach if the CEO is relatively certain based on past positive interactions that the Trustee will not be offended by this approach. Even then it is may be advisable to confer with a few receptive Trustees to ensure that they understand why the Trustee behavior in question is a problem that must be dealt with. At the very least doing this either before or immediately after the conversation with the problematic Trustee may insure that there are a few understanding voices in the room should the conversation yield results toward the “total disaster” end of the spectrum and become a topic for subsequent discussion by the Board. Such cautionary preparations may be essential should such a discussion take place in executive session without the CEO being present.
- Enlist the Assistance of one or more other Trustees – Another option is to speak confidentially with one or more receptive Trustees to enlist their help in quietly addressing the problematic behavior. This approach might be particularly effective if another Trustee has an influential or close relationship with the problematic Trustee. An approach by a fellow Trustee, particularly if that Trustee is respected by the problematic Trustee, is more likely to be well-received due to its peer-to-peer nature, than an approach by the CEO. However, this option also carries risks as involving another Trustee may conversely increase the problematic Trustee’s embarrassment, precisely because the issue is no longer a confidential matter known only by the CEO.
- Request the Help of the Board Chair – The option with the greatest likelihood of success in resolving the problematic Trustee behavior is for the CEO to discuss the problem with the Board Chair and enlist the Chair’s assistance in dealing confidentially and diplomatically with the problematic Trustee. However, while increasing the chances that the problem will be successfully resolved, involvement of the Board Chair means that the Trustee’s problematic behavior is no longer a relatively confidential matter between the CEO and the Trustee, or the Trustee and a respected Board colleague. Consequently, this option further increases the possibility of an open break with the problematic Trustee. If the Board Chair is the problematic Trustee, or is otherwise unlikely to assist the CEO with this problem, then it may be necessary to move to the final option.
- Bring the problem to the Board for open discussion – This should probably be considered the proverbial “nuclear” option and consequently should be avoided unless the problematic behavior is sufficiently serious and there is no other way to resolve the situation. A careful CEO would probably have some private discussions with selected Trustees most likely to be receptive to the CEO’s concerns about the problematic behavior in order to prepare for this open discussion. With such preparation the likelihood for a successful resolution of problematic behavior is increased; however, unfortunately open Board discussion of the problem almost guarantees turning the problematic Trustee into an enemy of the both the CEO and the organization.
John E. Coraor, Ph.D.
Cultural Management Partners LLC