Your board should address the behavior directly with the director and reinforce the governance structure that protects the CEO's role. The board must be clear: the director's job requires working through the CEO on operational matters, not around that channel. Your board's role is to set the expectation and follow through when it's violated. Your board's focus is protecting the organization's clarity of leadership, not punishing a director.
Your board hires a CEO to run the organization. When a director pulls operational information from staff without the CEO's knowledge, the CEO may lose visibility into decisions being made and conversations happening across the organization. This visibility gap matters because the CEO is accountable to the board for organizational performance and needs complete information to exercise that accountability. Without it, the CEO cannot accurately report to the board, cannot coordinate staff effectively, and cannot identify problems before they become crises. Additionally, when directors bypass the CEO and go directly to staff, it creates confusion about who is leading the organization. Staff receive conflicting signals about whose direction to follow, and the chain of command that ensures coherent decision-making weakens.
The common mistake boards make is ignoring the behavior until it escalates. This happens because the direct contacts often appear minor—a director asking a quick question, requesting a report, or forwarding information. Board members may hesitate to intervene in what seems like a trivial interaction. A board member might hear about the direct contacts and feel uncomfortable, but say nothing because it seems minor. Meanwhile, the CEO learns about the contacts indirectly and wonders whether the board supports their leadership. Your board must name the behavior early. Speak to the director in private. Describe what you have observed. Ask for the director's perspective. Then state clearly what the expectation is.
Here is where the complication arises: sometimes directors bypass the CEO because the CEO is genuinely failing to share information or make decisions. Your board cannot dismiss that possibility. However, bypassing the CEO is justified only in specific circumstances: when the director has documented evidence that the CEO is violating legal or regulatory requirements, when the director has reasonable grounds to believe the CEO is engaging in financial misconduct or fraud, when the director is fulfilling a specific fiduciary duty that requires independent access to information such as audit committee oversight, or when the CEO has been explicitly unresponsive to documented reasonable requests for information after the board chair has been notified. In all other cases, the director should route concerns through the board chair, not around the CEO.
At the outset, check in with the CEO. Ask whether the CEO is providing the director with the operational data and direction the director needs. If the CEO is falling short, address that with the CEO first. Your board's job is to hold both the CEO and the director accountable to the governance structure, not to protect one at the expense of the other. When a CEO is genuinely failing, the board's proper response is to address that failure directly through formal evaluation and performance management, not to allow directors to work around the CEO in ways that further destabilize the organization.
In practice, the pattern manifests differently depending on the organization. A hospital trustee serves on a board that oversees a complex clinical enterprise. A chief nursing officer who goes around the chief executive officer to get budget data from the finance team creates a similar risk: the CEO may miss important context about resource decisions, and the clinical and financial sides of the organization may drift apart in ways that affect patient care. A community foundation board member faces a similar pattern when a program officer pulls grant data directly from staff instead of through the executive director—this undermines the executive director's ability to present a unified strategic picture to the board and may expose the foundation to inconsistent messaging about grant priorities. A nonprofit association board member sees it when a committee chair gathers membership feedback and shares it directly with the board, rather than through the chief executive—this circumvents the executive's role in synthesizing member input into organizational strategy and may create competing narratives about what members want. In each case, the board's responsibility is the same: protect the CEO's role as the operational leader, while ensuring the CEO is doing their job well.
Your board should also look inward. Have you, as board members, inadvertently encouraged direct contact by responding to emails from staff, or by asking staff for updates at events? Board members sometimes do this without realizing they are undermining the CEO. Your board must model the governance structure it expects others to follow.
The steps below give your board a practical path forward.
At your next board meeting, add a brief agenda item titled "Operational Information Flow." State the expectation clearly: all operational information flows through the CEO, and directors who need information request it through that channel. This applies except when directors are fulfilling specific legal duties such as compliance reviews, whistleblower investigations, or audit committee responsibilities that require independent access to information.
Shortly after that meeting, the board chair meets privately with the director. The chair says: "We have noticed you have been contacting staff directly for operational information. This bypasses the CEO and creates confusion about who is leading the organization. Can you help me understand what is driving this?" Listen fully. Then state: "We need you to route requests through the CEO going forward."
Within a reasonable timeframe after that conversation, the board chair checks in with the CEO. Ask: "Are you providing directors with the information and direction they need to do their jobs? Is there anything I should know about how we can support your leadership?" This two-way check prevents the board from becoming an instrument of one side.
If the behavior continues after the private conversation, the board addresses it formally. Document the pattern. Provide the director with a clear written expectation and a timeline for change. Your board's duty is to the organization's governance, not to any individual's comfort.
Treat this as an ongoing practice. Governance clarity is not a one-time fix. Your board should revisit this expectation annually. At each review, ask: Have there been instances of bypassing? Has the CEO been responsive to director information requests? Are board members following the same channel expectations? This annual check gives the board a chance to identify recurring problems and adjust the approach.
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