Influence Matters More Than a Vote: the CEO belongs in the room but not on the board

In membership organisations, the relationship between the board and the chief executive is arguably the most important governance dynamic. Get it right and you achieve clarity, focus, and impact. Get it wrong and you find yourself mired in confusion, conflict, or drift.

One of the hotly debated issues in this relationship is whether the CEO should serve as a member of the board of directors. In corporate life, it’s not unusual for a managing director or CEO to hold a board seat. In charities, the UK regulator strongly discourages it. In the membership world (spanning professional bodies, trade associations, and hybrid not-for-profits) the answer is less clear. Some organisations embed the CEO in the board; others make sure the line is firmly drawn.

So, what are the arguments on each side, and how should membership bodies weigh them?

The Case for the CEO on the Board

1. A Direct Line from Strategy to Operations

Membership organisations live or die by their ability to translate strategy into delivery. Unlike commercial businesses, they balance the needs of diverse stakeholders from members, regulators, government, and the public. The CEO, immersed in operational detail, can bring that grounded reality into the boardroom. Having them as a director means decisions are informed by lived experience, not abstract assumptions.

2. Stronger Accountability

As a director, the CEO has the same fiduciary duties as volunteer board members. They are collectively accountable for compliance with the Companies Act, financial prudence, and organisational integrity. This can sharpen the sense of “shared ownership” and reduce the temptation to shift blame: the CEO cannot say “that was the board’s decision,” and the board cannot say “that was management’s.”

3. Unity of Purpose

Boards often struggle to maintain alignment with the executive team. Including the CEO can symbolically reinforce the idea of “one leadership team,” showing members and staff that governance and management are working in concert. In federated or politically sensitive organisations, this sense of unity can be invaluable.

4. Continuity and Stability

Membership organisations often experience high turnover among volunteer leaders. Chairs, presidents, and elected directors change every two or three years. The CEO, typically in post much longer, can offer stability. As a board member, they provide continuity of institutional memory that stops the organisation from veering wildly with every change of guard.

The Case Against the CEO on the Board

1. Conflict of Interest

The board’s most fundamental responsibility is to hold the CEO to account. That includes setting their objectives, evaluating performance, and making decisions about their pay and tenure. If the CEO is also a director, this creates an inherent conflict. They are, in effect, sitting on the body responsible for their own oversight.

2. Independence is Weakened

Members, regulators, and external stakeholders expect boards to act independently in the interests of the organisation. If the CEO is both the subject of oversight and part of the oversight body, independence is compromised, or at least perceived to be so. Even if managed carefully, the optics are poor.

3. Harder Conversations Become Harder Still

Every board needs space for candid discussion, about strategy, succession, or the CEO’s performance. If the CEO is a director, these conversations risk being diluted or deferred. Directors may hold back from raising concerns, worried about damaging relationships. As a result, issues fester until they erupt.

4. Risk of Over-dominance

Membership CEOs are often high-profile, persuasive figures who know the sector inside out. Their knowledge and authority can easily overshadow volunteer directors. As a fellow board member, their influence can become disproportionate, leaving the board more of a rubber stamp than a source of challenge.

5. Regulatory and Charitable Concerns

In the UK, the Charity Commission discourages executives from being trustees. The reason is simple: trustees must act collectively in the charity’s best interests, while executives are employees with personal contractual interests. Where membership organisations also have charitable status, regulators may take a dim view of CEOs holding trustee roles.

6. Reputational Optics

Perception matters. Members may question whether the board is genuinely independent if the CEO sits among its number. Funders, government, or media could view it as weak governance. For a membership body that prides itself on high standards, this reputational risk is real.

The Membership Sector Context

Membership organisations are not corporations, nor are they conventional charities. They sit in a hybrid space: legally incorporated, member-owned, but often charitable in purpose. This makes the CEO/board relationship even more delicate.

Unlike a corporate shareholder model, members are both customers and owners. They expect the board to represent their interests, not simply endorse executive proposals. At the same time, members want professional delivery, which requires strong, empowered executives. The tension between independence and partnership is baked into the model.

In practice, most membership organisations land on a compromise: the CEO is not a voting director, but attends all board meetings with full voice. They participate in discussions, present strategy and reports, and shape decisions but when the vote is called, they step back. This allows for influence without undermining independence.

Practical Considerations

When debating this issue, boards should ask themselves:

1. Legal and regulatory status: Are we a charity? A company limited by guarantee? A royal charter body? Different structures impose different expectations.

2. Culture and maturity: Do we have a board confident enough to challenge the CEO, even if they were a director? Or are we still developing those muscles?

3. Perception risk: How would our members, regulators, or stakeholders react to seeing the CEO listed as a director? Would it undermine confidence?

4. Alternatives: Would it be enough for the CEO to attend with speaking rights, without formal board membership?

A Balanced Recommendation

This separation ensures the board retains its distinct role as the members’ guardian, while the CEO remains clearly accountable for delivery. It allows the board to hold private sessions on sensitive matters, without undermining trust. And it protects the organisation from reputational risk if challenged by regulators or members.

Where organisations do opt to have the CEO as a director, they must invest heavily in safeguards: regular non-executive-only sessions, strong independent chairs, and crystal-clear conflict policies. Few boards manage this well.

Membership organisations thrive on trust, between members, volunteers, and executives. That trust is built on visible, credible governance. Giving the CEO a board seat may feel like a gesture of partnership, but in practice it blurs accountability and weakens independence.

Far better to embrace a clear, modern model: the CEO in the boardroom, with full voice and no vote. This approach respects the operational insight the CEO brings, while protecting the board’s integrity as the members’ representative and guardian of the organisation.