A board member is serving on two committees and is chair of one of those committees. Staff members who work with the committees come to the president asking how to respond to this trustee’s frequent requests for information and his repeated attempts to direct them about how to handle a certain matter. The president brings the issue to you as the board chair. How should you deal with the situation?
It depends on the circumstances. Ideally, you would have worked with the board to develop a policy about board-staff communications early on in your tenure, possibly at a board retreat, and then highlighted the policy during the orientation of all new trustees.
In developing that policy, board members might have agreed, for example, that a copy of any written communication between staff and trustees should be sent to the president. Or they might have decided that it would be fine for, say, the chair of the finance committee to ask the CFO for information about a specific item in the budget before a meeting. But if a committee chair asked for a specific report or other information that was not part of usual board business, it would be a different matter. In other words, the policy would have spelled out what is appropriate communication and what is not.
If the trustee in question has breached the agreedupon board policy, it is then your responsibility as chair to respectfully remind him about it. It might also be helpful for you to understand why the trustee is making the requests in the event that a different issue exists.
Another situation might be that there has been a general discussion about the president being the institution’s liaison with the board, but no direct conversation with trustees about how they specifically should communicate with staff. Then it is the duty of the chair to define, or work with other board members to define, an appropriate policy—one that has the president’s support, as well.
In the meantime, you will need to deal with the issue at hand: the trustee who is inappropriately contacting staff. If you and the president agree that you as the chair should speak with the trustee, rather than the president herself, then you should let the trustee know that a board matter needs to be discussed and set a time to do that. During the ensuing conversation, it might be helpful to talk to the trustee about other board experiences he has had in terms of dealing with staff members to help you better understand his requests.
If it is simply a matter of his not thinking about the implications, you could remind him that the president is responsible for the daily operations of the institution, and that it is not a good idea for trustees to put themselves in the role of requesting additional information or directing the activities of staff members. The reasoning is that staff members need clarity about who is directing their work and setting their priorities—and having two “bosses” doesn’t work. Since no board policy has been previously agreed upon, your approach should be more of an explanation of what the preferred course of action is and why, rather than a rebuke. You could also acknowledge that the board will further discuss appropriate communications at its next retreat.
But what if the trustee does not concur that board members should generally not make requests of staff without the president’s awareness? Then you need to understand why he believes that is the case. Perhaps the trustee is just used to being in charge and doesn’t buy the distinction between governance and management. Or perhaps he doesn’t trust that the president will be responsive to something he thinks is important. He may even suspect that the president is hiding something and thinks this is a way to find out. If any of these reasons surface, then another thorny situation has arisen—one that can be discussed in a future column.
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