Principle 14

The board of a charitable organization that has paid staff should ensure that the positions of chief staff officer, board chair, and board treasurer are held by separate individuals. Organizations without paid staff should ensure that the positions of board chair and treasurer are held by separate individuals.

Concentrating authority for the organization’s governance and management practices in one or two people removes valuable checks and balances that help ensure that conflicts of interest and other personal concerns do not take precedence over the best interests of the organization. Some state laws require that the offices of president and treasurer be held by different individuals. Both the board chair and the treasurer should be independent of the chief staff executive to provide appropriate oversight of the executive’s performance and to make fair and impartial judgments concerning the executive’s compensation.

When a board’s membership deems it is in the best interests of their charitable organization to have the chief executive officer serve as its chair, they should appoint another board member (sometimes referred to as the “lead director”) to handle issues that require a separation of duties, such as facilitating an executive session of the board to review key governance matters or to review the responsibilities, performance, or compensation of the chief executive. The board should also consult with legal counsel regarding any state or local laws prohibiting one individual from serving in both roles.