A staff member calls a board member.
Morale is low, she says. People are frustrated. The CEO does not understand.
The board member cares about employees and wants to intervene.
Carver and Charney ask him to pause in rehearsal 4.9.[1]
A trustee should not become a private supervisor, mediator, or investigator.
The board delegates organizational performance to the CEO. Staff relationships, performance, and morale normally sit inside that accountability. When one member begins interviewing employees or carrying complaints to managers, the organization acquires a second chain of command.
I would listen long enough to understand the nature of the concern.
Is this ordinary dissatisfaction?
Is it a dispute with a supervisor?
Is there alleged harassment, discrimination, retaliation, fraud, abuse, danger, or other serious wrongdoing?
The answer determines the route.
Ordinary personnel concerns should go through management’s grievance process. The board member can explain that he cannot adjudicate the complaint and can point the employee to the documented channel.
Serious allegations should go to the organization’s whistleblower, safeguarding, audit, or board-chair process. If the CEO is implicated, the route must not require the employee to report only to the CEO.
Govern for Impact’s Source Document places organizational accountability with the CEO while preserving the board’s responsibility to set boundaries on treatment of staff and other operational conditions.[2] The board monitors those boundaries. It does not manage every case.
The member should not promise secrecy he may be unable to keep.
He can say:
“I will treat this carefully. I cannot investigate it on my own or guarantee confidentiality. I can help you use the process designed for this concern.”
Then document the contact, avoid leading questions, and notify the appropriate authorized person.
The full board may need to know about patterns.
One complaint about morale does not prove policy noncompliance. Repeated complaints, turnover data, exit themes, unresolved grievances, or retaliation reports may show that monitoring evidence is weak. The board can require evidence tied to its staff-treatment and risk policies.
That is governance.
Calling the CEO to demand that one employee be satisfied is not.
I would review the organization’s reporting system annually. Can staff find it? Is there a route around any person accused? Are reports documented and reviewed? Does the board receive trend-level evidence without taking over personnel files? Are people protected from retaliation?
Those questions create safety before a frightened employee chooses a trustee because every formal door feels closed.
There is a relational lesson for the board member. Listening with compassion does not require accepting every conclusion. Role clarity does not require coldness. You can respect the person and still refuse an authority you do not hold.
The CEO also should not dismiss every complaint as board interference. A mature leader wants a credible reporting process and gives the board evidence that policy boundaries are being honored.
The hardest cases involve a CEO the board deeply trusts.
Trust is not a reporting system.
The board must create a channel that works even when the allegation reaches the top.
Do not become the employee’s private champion.
Do not abandon the employee.
Protect the process, preserve the concern, and make sure the accountable body receives the evidence it needs.undefined
Footnotes
[1] Miriam Carver and Bill Charney, The Board Member’s Playbook (Jossey-Bass, 2004), rehearsal 4.9, pages 138–141.
[2] Govern for Impact, “Policy Governance Source Document,” principles on Delegation to Management and Executive Limitations.
Additional reading
BoardSource’s The Nonprofit Board Answer Book addresses whistleblower policy, fiduciary oversight, and board-staff boundaries.
Peter Greer, David Weekley, and Tiger Dawson’s The Board and the CEO helps boards hold the CEO accountable without managing around the CEO.