Governance Q&A: Who appoints an acting executive director?

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The executive director sent an email to our office saying the vice chair of the board, who is also his spouse, was acting in his place for a month while he was on a trip. Do staff members have to take orders from her? We haven’t been able to reach the chair.

The normal process

Many boards authorize the executive director to make acting appointments to cover short absences. A good board will have reviewed the list of possible appointees with the executive director to make sure they are comfortable everyone on the list. In a small organization without a senior management team or obvious second-in-command, those options often include a board member.

Boards sometimes have policies limiting the authority of such short-term acting appointments. For example, the person might have a lower signing authority and no power to hire or fire staff.

If the executive director does not have the authority from the board to appoint someone for a short-term acting role, then the board would either make such an appointment or operate with the position vacant. The latter means operational matters that exceed the authority of remaining staff would have to come to the board. The board might also or instead authorize a board officer to handle certain matters. That may be the case here since the acting executive director is also an officer.

The staff response

In this case, the staff members apparently do not know who made the acting appointment or what authority the person has. While the appointment may or may not have been done correctly, I would think it’s much safer for staff members to assume that the appointment is valid than to challenge it!

However, if the acting executive director/vice chair issues an order that appears to contradict a policy or approved plans, you might draw her attention to the policy or plan in question. You could suggest that the action she was requesting would first need board approval to change the policy or plan. It would be reasonable to seek to a delay in complying rather than defying an order.

What would a staff member have to gain by refusing an order from their boss’s spouse, when the boss has asked them to respect the spouse’s temporary authority? I cannot see any ethical or legal basis for ignoring her direction.

Between the lines

There seems to be an undercurrent of animosity towards the executive director, stronger in the original query than in the shortened one here. There are probably two issues involved.

First, having a married couple involved, one on the board and one as the senior staff officer, is always a cause for ethical concern, though I admit a few organizations handle it well. A primary role of the board is to manage, evaluate and decide the compensation of the senior staff officer. There is no way for the spouse to simply declare a conflict of interest once a year; a senior staff officer is constantly being informally evaluated by their board. The spouse will have trouble doing this objectively, and all other board members will feel somewhat constrained about raising issues or challenging a compensation plan.

This constraint will inevitably expand to staff, who will feel their boss can get away with anything (even if the boss doesn’t try to). And there is no way to safely whistle-blow about any major concerns. Generally, the real and perceived ethics issues in such a situation are so significant that one member of the couple should do the right thing and resign.

Second, the executive director appears to be an extremely bad communicator. This wasn’t a sudden illness or accident, so there is no excuse for not providing the staff with more explanation. How disrespectful! If he doesn’t alert them in advance to a lengthy planned absence, what else doesn’t he tell them or explain? They are probably operating in a vacuum that makes applying their judgment, skills and knowledge effectively quite a challenge. This is not ethical leadership.

Taking action

While cooperation with the acting executive director is the only reasonable temporary course of action, the board needs to learn about the way this change was communicated. The staff as a group may wish to tell the executive director on his return that they are writing to the chair, as a group, about their concern — of course in a diplomatic, tactful, factual and forward-looking manner — over the way the acting appointment was communicated. Copy the executive director; don’t go behind his back. Or, if the chair lives nearby and drops in at times, perhaps a staff meeting could be scheduled with the chair and executive director both in attendance and an open discussion held about the communications issue.

Don’t be surprised if raising the problem causes division at the board level and in the office, and perhaps some departures. But if the organization is to carry on successfully serving the community, the situation needs to be addressed. Staff members at a nonprofit deserve more ethical treatment than this.

Since 1992, Jane Garthson has dedicated her consulting and training business to creating better futures for our communities and organizations through values-based leadership. She is a respected international voice on governance, strategic thinking and ethics. Jane can be reached at

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