Your board should address the behavior directly with the director and reinforce the governance structure that protects the CEO's role. The director's job requires working through the CEO on operational matters, not around that channel. The board should set this expectation and follow through when it is violated, focusing on leadership clarity rather than punishment.
Your board hires a CEO to run the organization. When a director pulls operational information from staff without the CEO's knowledge, the CEO can lose visibility into decisions and conversations. That gap matters because the CEO is accountable to the board for performance and needs complete information to report accurately, coordinate staff, and identify problems early. When directors bypass the CEO, staff may receive conflicting signals about whose direction to follow, weakening the chain of command.
The common mistake boards make is ignoring the behavior until it escalates. Direct contacts may seem minor, such as a quick question or request for a report, so board members hesitate to intervene. Meanwhile, the CEO learns about the contacts indirectly and wonders whether the board supports their leadership. Name the behavior early. Speak to the director privately, describe what you observed, ask for their perspective, and state the expectation clearly.
Sometimes directors bypass the CEO because the CEO is genuinely failing to share information or make decisions. Your board cannot dismiss that possibility. Bypassing the CEO is justified only when the director has documented evidence of legal or regulatory violations, reasonable grounds to believe the CEO is engaging in financial misconduct or fraud, a specific fiduciary duty requiring independent access to information such as audit committee oversight, or an explicitly unresponsive CEO after documented reasonable requests and notification to the board chair. 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 needed. If not, address that with the CEO first. Your board must hold both the CEO and the director accountable to the governance structure. When a CEO is genuinely failing, the proper response is formal evaluation and performance management, not allowing directors to work around the CEO in ways that further destabilize the organization.
In practice, the pattern varies by organization. A hospital trustee may see a chief nursing officer go around the chief executive officer for budget data, causing the CEO to miss context about resource decisions and allowing clinical and financial priorities to drift. At a community foundation, a program officer may pull grant data directly from staff instead of through the executive director, undermining a unified strategic picture and creating inconsistent messaging about grant priorities. In a nonprofit association, a committee chair may gather membership feedback and share it directly with the board, bypassing the chief executive's role in synthesizing that input into strategy. In each case, the board must protect the CEO's operational role while ensuring the CEO is doing the job well.
Your board should also look inward. Have board members encouraged direct contact by responding to staff emails or asking staff for updates at events? Board members may do this without realizing they are undermining the CEO. Model the governance structure you expect 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: operational information flows through the CEO, and directors request it through that channel. Exceptions include specific legal duties such as compliance reviews, whistleblower investigations, or audit committee responsibilities requiring independent access.
Shortly after that meeting, the board chair meets privately with the director: "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, the board chair checks in with the CEO: "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, address it formally. Document the pattern, provide the director with a clear written expectation, and set a timeline for change. Your board's duty is to the organization's governance, not to any individual's comfort.
Treat this as ongoing practice. Governance clarity is not a one-time fix. Revisit the expectation annually and 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 check helps identify recurring problems and adjust the approach.
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