Q:

“We recently welcomed a new person into the board chair role. At the time, our organization was deep into a significant strategic shift. Our new strategic plan had real momentum, with strong buy-in across staff and broader leadership. Then, seemingly out of nowhere, the new chair expressed that they were "overwhelmed." They convened a closed-door meeting with a small subset of the board, excluding staff and other board members — and that meeting resulted in the entire strategic plan being abruptly shut down.

In the aftermath, many of us were left confused and disoriented. How could one person, new to the role, make such a consequential decision almost unilaterally? That's not how board decisions are supposed to be made, according to our bylaws. This has led to significant turmoil within the organization and a serious loss of trust between staff and the board. Obviously, this shouldn't happen. How can we ensure that board decisions are driven by the organization's mission, rather than by fear, control, or personal discomfort?”

A:

After twenty years in nonprofit governance, I like to think that nothing surprises me, but this story did. I have encountered boards that changed direction after investing thousands of dollars in a strategic planning process, and I know there are plenty of overwhelmed chairs out there. But I have never heard of a chair unilaterally overturning a strategic plan because they felt overwhelmed. It leaves me very curious about what else might be going on. What led to the chair's sense of overwhelm? Why the closed-door meeting? What happened in there? And why was dismantling the strategic plan the answer?

My guess is that the bold strategic shift underway required a great deal of governance engagement, and was potentially, controversial. Big strategic shifts are hard to manage, and they require a certain type of leader. Not everyone has the appetite or the skills to support that kind of change. So I can imagine that the incoming chair may have found themselves in over their head, maybe some other related issues were at play, and their perspective was that a return to the status quo felt like the safer bet.

Regardless, in an ideal world, no individual should be able to make such an important decision for the organization. And if the chair convened a board meeting without inviting the full board, that's a serious problem. That said, there are situations where the scenario described here could be permissible, even if inadvisable. My guess is that, in addition to a culture that supports a "Boss Chair," this board has an executive committee with a loosely defined role and insufficient guardrails, and I suspect the closed-door meeting was dressed up as an "executive committee" meeting. And underneath all of this, of course, are deeper issues of transparency and accountability that need to be addressed, both to protect board directors and to safeguard the wellbeing of the organization.

What To Do When The Chair Is Overwhelmed

Regular Board Stories readers already know how I feel about "Boss Chairs": the chair is not the boss of the board. They don't get to act unilaterally on behalf of the board, except in specific circumstances where the board has explicitly empowered them to do so. And even then, the board can rein them in or counter their decisions at any point.

The "Boss Chair" dynamic is deeply dysfunctional, yet it is unfortunately accepted as the norm — even the ideal — across the sector. I've written about how to prevent and manage a Boss Chair in past issues, including Governance as Gatekeeping: What To Do When Your Chair Takes Over The Board and Surviving a Boss Chair: Practical Strategies for Executive Directors, so I won't revisit those topics in detail here. What I haven't explored as fully is why it also sucks to be a Boss Chair: because it's an exhausting, isolating position to hold.

When we treat the chair as The Boss, we're not only expecting them to drive (or often, carry) the full weight of the board; we're also saddling them with the mental and emotional burden of being "indispensable." That's simply too much pressure! And the reality is that no one is truly indispensable on a board. For directors who genuinely feel that things will fall apart without them: I don't doubt that you're navigating real challenges, but I promise you, the board operated before you arrived, and it will operate after you leave.

Which brings me to my next point: if you are in a board chair role and feeling overwhelmed, it is okay to step down. (It's worth noting that the board can also reassign the chair role at any time. Granted, that’s a more confrontational move than most board volunteers are comfortable with, but sometimes a necessary one.)

There are many legitimate reasons why someone would resign from the chair role: a change in capacity or availability, a health concern, interpersonal conflict with the ED or CEO, or simply not enjoying the work. Maybe you don't like the direction the organization is moving in, or the role isn't what you expected, or you find yourself chronically stressed and unhappy. Continuing in a role that isn't working won't serve you, the board or the organization. If you're a chair in this position, you can choose to remain on the board while stepping down from the officer role, or you can leave the board altogether. 

Many board chairs hold on longer than they want to, worried about leaving the organization in a lurch, or feeling like they're "quitting." But stepping away from a role that isn't working is good leadership. If guilt is what’s holding you back, channel your energy into building succession processes for officer roles or restructuring the chair role to make it more sustainable for the next person. What you should never do is derail carefully developed organizational plans simply because the weight of leadership has become too much to carry.

It’s Time to Scrap Your Executive Committee

Beyond the Boss Chair problem, my other major concern when it comes to board officer roles is the executive committee. Many organizations have an executive committee written into their bylaws or policies, whether they actively use it or not. In most cases, the general premise is that the board's officers are empowered to make board-level decisions when the full board is unable to convene. This was a reasonable provision when coordinating an emergency meeting across schedules was genuinely difficult. Now that we have Zoom and conference calls, that use case is largely obsolete.

The real problem with executive committees isn't their emergency powers, though. It's that they frequently end up functioning as the de facto board, with the remaining directors showing up to full board meetings only to rubber-stamp decisions already made. This pattern is especially common when the mandate, scope, and accountability mechanisms of the executive committee aren't clearly defined. The result is often disengagement among the broader board, and a lack of transparency that creates real organizational risk. Because regardless of what power or functions have been delegated to (or claimed by) the executive committee, accountability still rests with the full board. I certainly wouldn't want to serve on a board with a rogue executive committee operating in the background!

This story is a clear illustration of these risks. Reversing course on a bold strategic plan — one that presumably required significant collaboration and deliberation to develop — without the input and oversight of the full board is a damaging move in every direction. The better path would have been to bring the committee's concerns to the full board and ED, discuss whether a course correction was genuinely warranted, and determine together how to communicate any change to staff, partners, supporters, and clients.

My advice here (and honestly, to most organizations) is this: scrap your executive committee. And if you're not willing to do that, revise your terms of reference to clearly define the scope and limits of delegated authority, along with the checks and balances needed to ensure accountability to the full board. 

Building Boards Beyond Individuals

We need to move away from the cult of the individual in board governance. Responsible board directors understand that it's not about them. But because so many nonprofits lack effective governance infrastructure, organizations default to relying on the skills, goodwill, and personalities of individual volunteers to make boards work. This burns out volunteers, creates sustainability crises for organizations, and, more often than not, sets up harmful power dynamics where individual motivations take precedence over organizational needs.

Ensuring that your board has the right enabling infrastructure in place, including both guidelines and guardrails for your board, committees and officers, creates an environment where there is greater balance between the personal and the institutional dimensions of governance roles. And with any luck, it protects your organization from the whiplash of individual preferences every time leadership changes.

 Big Takeaways:

• The chair is not the boss. A board chair has no authority to act unilaterally on major decisions like dismantling a strategic plan. When organizations treat the chair as The Boss, they create conditions for harmful, unaccountable decision-making that burns out leaders and destabilizes organizations.
• Executive committees are high-risk when poorly defined. Without clear scope, limits, and accountability mechanisms, executive committees can quietly become the de facto board, making consequential decisions without full board input or transparency.
• Good governance is structural, not personal. Organizations that rely on the goodwill and personality of individual volunteers to make governance work are setting themselves up to fail. Written guidelines, defined roles, and real guardrails are what will sustain and protect an organization when leadership changes.