The CEO has an idea about the board’s Ends.
Instead of bringing it to the board, he calls the members he knows best. By the next meeting, a coalition is ready.
Carver and Charney ask what those members should do in rehearsal 4.2.[1]
I would tell the CEO to bring the case to the whole board.
A CEO often has the best information about feasibility, community need, cost, and emerging risk. The board should want that judgment. The problem is not input. It is a private route that turns personal access into board power.
Ends belong to the board as a body.
Individual members can listen, but they should not bargain, count votes, or promise support outside the board’s process. They can say, “This deserves full-board consideration. Please send the analysis through the chair for the agenda.”
The chair should also protect dissent. If members arrive believing the outcome is settled, the meeting becomes a ceremony. People who were not in the private conversations are asked to vote on a decision they did not help shape.
Govern for Impact’s Source Document describes the board as one authoritative body whose instructions are expressed as a whole.[2] One voice does not mean one opinion. It means debate remains open until the board decides, and only the decision carries authority.
I would adopt a communication norm:
The CEO may speak with any member.
No member speaks for the board without authorization.
Substantive proposals for board policy go to the full board.
Members disclose relevant premeeting discussions when the item appears.
This does not ban relationships. Informal conversation can strengthen understanding. The line is crossed when access is used to assemble a decision before the board’s deliberation.
There is an honest strain. Chairs and CEOs must prepare agendas together. Committee members may study an issue before it reaches the board. Good preparation is not a plot. The safeguard is a clear mandate, shared materials, and no claim that the full board’s judgment is already owed.
You can change the next call with a simple response:
“I’m glad you told me. I want the other members to hear the same case.”
A CEO’s voice matters.
It should not need a private majority to matter.
The board can make the proper route easy.
Give the CEO a standing place on the agenda to recommend policy changes. Require a short paper that states the present policy, the proposed language, the reason for change, and foreseeable cost or risk. Distribute it to every member at the same time.
Then ask the CEO to present the strongest case. Ask members to test it. Let the chair make room for the person who disagrees.
That process does more than prevent favoritism. It gives the proposal a better chance of surviving the questions it will face after adoption.
I would also distinguish education from lobbying. A CEO may help members understand a complex issue before a meeting. The CEO should share the same core information with the entire board and should not condition access on expected support.
If a member believes private advocacy has already shaped the vote, say so before the decision. The chair can slow the process, circulate common materials, and restore genuine deliberation.
The board is not weakened when the CEO influences its thinking.
It is weakened when influence depends on which member answers the phone.
Footnotes
[1] Miriam Carver and Bill Charney, The Board Member’s Playbook (Jossey-Bass, 2004), rehearsal 4.2, pages 110–113.
[2] Govern for Impact, “Policy Governance Source Document,” principle on Board Holism.
Additional reading
Richard P. Chait, William P. Ryan, and Barbara E. Taylor’s Governance as Leadership is valuable for boards that want real deliberation rather than staged votes.
Peter Greer, David Weekley, and Tiger Dawson’s The Board and the CEO helps both leaders build access without building factions.