GOVERNANCE | Wake up Board Members!

publication date: Nov 30, 2022
author/source: Cindy Carson, CFRE

If it walks like a duck, talks like a duck … guess what?  

Well, I hope you know by now. 

As a former Development Executive, I was acutely aware of the role of the Board, and I was a staunch supporter of their role versus mine.  According to the “handbook,” charitable Board members are responsible for organizational strategic direction and financial oversight as well as general management of the CEO/ED.   Yet there were times when I wanted the Board to become more involved – to question, to check in, and look under the hood a little more closely.  

I recall when I was working as the senior development staff, (not the organizational CEO/ED), an insightful Board Member with whom I enjoyed a very sincere relationship, called me up – seemingly out of the blue and simply checked- in, asking me how things were going at the organization.  A part of me was nervous. I felt they were fishing for information about the CEO. I responded favorably, and always questioned the point of that phone call. That CEO announced their departure a few months later.   

Fast forward a few years.  A seemingly kind, personable, and capable CEO, had stepped in.  It was not long before I witnessed unethical behaviors and poor leadership qualities that included the CEO gossiping about staff and even board members to me, sharing information that I did not want or need to know.   

This same CEO never once made their own charitable donation to the charity – yet always hinted that their name should be included on the donor wall.  They hired their friends as consultants and staff at outrageous costs. They demonstrated an extremely poor work ethic and chaotic management abilities; staff termed it as the “spray and pray” style.  They leaned on others to write their emails, organize agendas, and even tell them what to write in greeting cards because they were so disconnected from one donor to another.  The passive-aggressive manipulation and the smoke and mirrors of the CEO had me wishing and praying for that phone call from a board member who just wanted to check-in. 

It never happened, they had checked-out and were disillusioned and manipulated by, you guessed it, THE DUCK. 

Behaviours to look for and questions to ask

Board Members – if you are seeing these behaviours – it’s time to check in with the staff and get clear answers. 

  • Are financial questions answered in a vague manner?  Does the answer seem to change between Board meetings?  
  • Does the CEO speak for or cut-off others at Board Meetings?
  • Do you see the organization using the same consultant?  Why is that?  How much has the organization shelled out to a specific consultant? Is there nepotism happening or does the organization have a clear RFP process in place? When is the last time they instituted the RFP? 
  • Are there times when the strategic direction seems amuck and you are reminded of the “new” direction?  Or perhaps Board members are just getting complex matters confused? 
  • Is there high staff turnover? Get a report from HR.  How many staff have been terminated in the last couple of years?  How many have quit?  How much has this cost your organization?
  • Does the CEO/ED make a regular donation to the cause?  Do senior staff support the cause? If yes, is their donation proportionate to their salary?
  • As a board member, can you answer where the charitable donations go?  What are the measurable outcomes of the impact of the donations?  Is there a reluctance to hire qualified financial leadership? 
  • What is the salary spread across the organization?  Do frontline staff make a meager living wage while the senior team is 4 or 5 times more? 
  • What is the temperature of the staff culture?  Or the Board culture?  Be honest and ask for an independent survey where no one fears repercussions. 
  • Why have certain Board members left?  Have you met with them to discuss the real reasons? 

Remember, Board members are attaching their personal name, brand, and identity to the organization, so transparency and their connection to the organization’s integrity need to be taken seriously.  

I still support that Board members should not be directly involved in the day-to-day activities or the operations of the organization but, it’s also okay to check in a little more closely from time to time, especially if you are seeing red flags. 


As the youngest of 13, Cindy Carson is a self-professed relationship negotiations expert and survivalist.  Having worked as a Fundraising Development Executive in a wide range of fields from healthcare, arts, and environmental causes, Carson’s 23 years of leadership experience in the charitable sector has led to some pretty interesting stories and

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