Clash of the Nonprofit Titans: Managing Board and CEO Conflicts

by | Apr 27, 2016

By Emily Wilson and Melanie Lockwood Herman

Passion and conflict go hand in hand. As heartfelt passion for an organization’s mission is often the selling point that entices people to look for paid and volunteer roles at a nonprofit, it is not surprising that this passion leaves few nonprofit workplaces without conflict. Fortunately for the nonprofit world, conflict in the workplace can be harnessed to cultivate positive, creative energy leading to innovation and mission-advancing changes in approach.

The seeds of serious trouble may be planted when personal feelings bely passion, and differences in opinion are perceived as personal slights or affronts. Once that line is crossed, there may be little that can be done to revert the relationship back to civility and respect, therefore ending all hope of a productive relationship. This tricky problem often arises when it comes to dealing with conflicts between board members and the CEO of a nonprofit, where lines are sometimes blurred when it comes to roles and responsibilities. Essentially, the goal is not to avoid differences of opinion altogether, but rather to plan ahead in order to make disagreements beneficial and productive, rather than unproductive and toxic.

Some of the common causes of conflict between CEOs and board members include:

  • Lack of clarity regarding roles and authority — For example, is the decision in question one the CEO properly made, or should the board have been consulted? Did the Board Chair exceed her authority by making a decision that has been delegated to the CEO?
  • Personality conflicts — Instead of naively wishing and hoping that a group of passionate leaders will always get along, a better approach is to anticipate and prepare for inevitable conflict.
  • Inappropriate conduct — Community-serving missions won’t inoculate nonprofits against inappropriate behavior. From workplace bullying to narcissism and turf wars, even nonprofit professionals can get hot under the collar.
  • Crisis events — The common view that a crisis brings people together is often true in the nonprofit sector, but only when the relationships were strong before the crisis. Unfortunately, a crisis often intensifies—rather than heals—existing fractures and divisions between boards and CEOs.


While sometimes it is painfully obvious that a conflict is brewing, other times it creeps up until it eventually explodes.usually at the worst time possible. Though a passive aggressive remark or a suddenly quiet Board member may not seem terribly unusual, either could be a sign of a deeper problem. Understanding the signs of a developing conflict could save your nonprofit from the loss of talented staff or volunteers, or at the very least a highly uncomfortable board meeting.

Common signs that a storm may be brewing include:

  • Parties exhibit hostility, or use belittling or passive aggressive behavior towards each other.
  • Board members stop volunteering to take on new tasks, and provide less or little input during and in between meetings.
  • Absenteeism at board or committee meetings increases.
  • The CEO begins to dread or complain about board meetings and other board-related initiatives that she used to look forward to.


Unproductive conflict is certainly not always avoidable, but being prepared for it can improve communication and increase the odds that riffs will be mended gently and in a timely fashion.

Follow the tips below to manage the risk of a toxic conflict erupting between the leaders of your nonprofit.

  • Get it out and get it over — the sooner warring parties start talking, the sooner the war will be over and your mission will be front and center.
  • Seek common ground — identify the areas of agreement, before focusing on topics where you disagree.
  • Use nonjudgmental language — remember that it’s okay to disagree; put all that time you spent watching election-year debates to good use, by remembering to focus on the issues, not the people, their personalities or their personal attributes.
  • Give precise examples of what you need and where you disagree — for example, gI need reassurance that the board trusts me to manage day-to-day operations,h versus gOnce again, you’re meddling in operations!h
  • When appropriate, address issues directly — if you’re having an ‘issue’ with a certain board member, try to address the issue privately with the board member, versus airing your grievance with the entire board or venting with the board faction you regard as friends.
  • Work on building and growing a positive board/CEO partnership — remember that great relationships don’t happen overnight, they require care and ‘feeding’ as well as trust and shared experiences.
  • Be open to contrary points of view — the best board/CEO relationships are strengthened by diverse points of view; face it, you’ll never be ‘right’ 100% of the time.


“Consider designating a member of the board as the custodian of the ground rules. For example, perhaps the Chair of the Board Development or Governance Committee is suited to remind the board when an important ground rule has been violated or over-looked.”One of the most powerful strategies to not only avoid a conflict, but also to boost the productivity of meetings is to establish explicit ground rules. These rules should be developed or reviewed by the board and CEO at the beginning of each year.

Every leader should be invited to contribute suggestions to improve the list of ground rules, such as through wording edits to simplify the message, or through new items. When changes are made, the board should make sure there is consensus and a shared understanding of the intent. Vague references should be avoided! Newly hired or elected leaders should be provided with the ground rules or a Code of Conduct before their very first board meeting.

Some of our favorite ground rules for board meetings include:

  • We will start and end all board meetings on time; please do your best to be on time.
  • We expect that all board members will read the materials sent in advance of the meeting; the purpose of our meeting is to identify policy needs, review action steps, and surface unique perspectives. Come prepared for a lively discussion!
  • Respect your fellow board members and our staff, by staying focused on the topic at hand; to avoid being distracted, turn off your mobile phone at the beginning of a board meeting.
  • Remember your duty to dissent; if you disagree or have a different perspective, don’t go along to get along, please share what’s on your mind. ¡¡ Voting ‘yes’ when you’re feeling ‘no’ is neglect of your duties as a board member; withholding how you really feel violates your commitment to be candid.
  • Respect confidentiality; do not discuss the deliberations of the board outside the boardroom.
  • Encourage others on the board to share their thoughts and concerns; do not try to speak for others.
  • Keep in mind that differences of opinion often lead to meaningful discussion followed by the best possible decision; even if you think you’re right, hang on until we hear from the other brilliant minds around the table.
  • Whether you’re sharing an opinion, disagreeing with a proposal under consideration, or voting, remember to keep what’s best for the nonprofit at the forefront.

Consider designating a member of the board as the custodian of the ground rules. For example, perhaps the Chair of the Board Development or Governance Committee is suited to remind the board when an important ground rule has been violated or overlooked. Or a dynamic Board Chair may prefer to fill that role.


As conflict resolution often comes down to trial and error, it is helpful to seek advice from those who have seen it all. Emily Wilson invited several experienced leaders to share the wisdom gained from years in the trenches.

Emily Wilson: “What strategies or tactics are you using to minimize the risk of conflict between your Board and CEO?”

Christina Briesacher, President of the Board of Directors of the Domestic Violence Legal Clinic: “Boards should not try to avoid conflict entirely. If we are truly grappling with the issues facing our agency, and by extension, the issues facing our clients, we will have occasional differences of opinion. The key is to have solid relationships, a common understanding of the mission, and a culture of civil discourse so that we resolve the conflict and unite behind the solution.”

Scott Mazzulla, President and CEO of Hobart Institute of Welding Technology: “I make it a point to get out and meet with each board member at least once a year for one on one time. It’s important to get to know the board outside of the work environment; it builds trust and transparency. It also helps prevent surprises at board meetings; surprises are too often the cause of conflict.”

Margaret R. Duval, Executive Director of the Domestic Violence Legal Clinic: “Open communication and in-person meetings have helped us avoid unnecessary conflict between members of our governing body. We have members from different cultures, backgrounds and experiences, which could lead to conflict, however we give everyone a chance to share ideas and openly collaborate during meetings, which makes us stronger as an organization.”

Anonymous Board Member: “I believe one of the best preventative measures is to properly onboard board members. That’s where those policies, documents and dashboards become very important. Knowing what your role is as a board member makes you (or at least me) more comfortable speaking up when you have a concern or because something doesn’t seem in line with your role.”

EW: “What are your go-to tips for managing the conflicts that are impossible to avoid between the board and the CEO?”

SM: “When disagreements occur, try to get everyone to agree on the issue at hand, versus taking sides with the personalities around the table.”

Anonymous Board Member: “Be open. Speaking up about a failure of process is important. If no one says “I don’t really understand the issue,” or “is this an issue for the board, or CEO?” things get out of hand. It also puts you in a vulnerable situation. It’s hard to be the person who feels like they are behind the curve but that person is invaluable. But doing so leads to new, helpful processes, such as evaluations, board committee charters, dashboards, etc.h

For additional information and tips on boards and conflict, see:

  • Enforcing Board Member Responsibilities – www. Enforcing_Board_Member_ Responsibilities.shtml
  • Dysfunctional Characters Often Sit at the Board Table – www. Dysfunctional_Characters_Often_ Sit_at_the_Board_Table.shtml
  • Let’s Work Together — The Sweet Sounds of a Board-CEO Partnership – www.nonprofitrisk. org/library/articles/Lets_Work_ Together.shtml
  • relationships/board-ceo-conflict/

Melanie Herman is executive director of the Nonprofit Risk Management Center. Emily Wilson is a Center Intern who will complete her final year of studies at George Mason University this May, when she will earn a B.A. in Conflict Analysis and Resolution, with a Minor in Nonprofit Studies. Melanie and Emily welcome your questions and feedback and or 703.777.3504.