When Should the CEO Tell the Board, “No”?

Crowds of people protested against environment pollution in outdoorThe CEO reports to the board. Right? Yes. So if the board directs the CEO to do something, he/she should do it. Right? Not always.

When should the CEO say No? When the CEO’s responsibility to the organization is in conflict with a directive from the board.

How might this occur?

When the board directs the CEO to take an action that puts the association and/or the CEO at risk of meaningful liability or seriously threatens the sustainability of the organization. Examples include jeopardization or violation of contractual agreements and violations of relevant legislation and bylaws.

Here’s a real life example.

A client of ours was experiencing a cash flow challenge. The CEO and CFO informed the board and made recommendations. The board ignored the recommendations and instead, instructed the CEO to immediately draw down the entire amount of the organization’s line of credit. The CEO and the CFO were both aware that this action would trigger an emergency alert at the bank, resulting in a negative outcome for the organization. Despite this knowledge, the CEO immediately executed the board’s instructions.

The bank, predictably, responded by cancelling the line of credit and demanding immediate pay-back of the funds drawn. The organization narrowly averted bankruptcy and limped along until another organization took it over.  Predictably, the board fired the CEO and the CFO.

The members were not well served. Had the board followed the recommendation of the CEO the outcome would have been different. What should the CEO have done instead?

Before executing the board’s instructions, the CEO should have advised the board that he/she would be requesting a confirmation of the board’s direction in writing with an acknowledgement of the advice provided by the CEO and the risk associated with executing the board’s instructions. The CEO should then have communicated with the board via email. The email would have reiterated the advice that the CEO provided and requested confirmation of the board’s decision to direct a different path.

Verbal conversations will be remembered differently by participants after the fact. It’s human nature.

When the board is requested to confirm a questionable directive in writing, where the consequences are clearly articulated, it inspires sober second thought. Had this happened, the results for the organization might have been different.

Is this a career limiting decision for the CEO?  Quite possibly. Let’s not sugar-coat the outcome.  The CEO’s job is to accept the risk of job loss to fulfill his/her obligation. Humans are complicated and directors are all human. But they don’t have your knowledge. That’s why they hired you. Have the courage to take the personal risk to fulfill your obligations to the association you serve.

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Filed under Association, Association Management, Association Management Issues, Governance, Issues Management, Leadership

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