Governance

The Board's Role When Two Staff Members Are in Open Conflict

When a workplace dispute reaches the board, the instinct to fix it can cause real harm. Here is how directors stay in their lane while protecting the organization.

The Board's Role When Two Staff Members Are in Open Conflict
Photo by Dylan Gillis on Unsplash

Sooner or later, most boards hear about it: two staff members are at each other's throats, a whole department has taken sides, or an anonymous email lands in the board chair's inbox alleging that a manager is impossible to work for. The temptation to step in and referee is strong. It is also, in most cases, a mistake.

Staff conflict is management's job, not the board's. But the board is not powerless, and it is not off the hook. The line between healthy oversight and harmful interference is real, and knowing where it sits is one of the more useful things a director can learn.

Why the Board's Instinct to Fix It Backfires

Board members are often accomplished people who solve problems for a living. When a staff conflict surfaces, they want to help. But direct intervention creates three predictable problems.

First, it undermines the executive director. If staff learn they can route around their boss to a sympathetic board member, the ED's authority evaporates and every future dispute gets escalated to the board.

Second, it exposes the organization to legal risk. Board members who investigate employment complaints without training, or who promise outcomes they cannot deliver, can create liability where none existed.

Third, it distorts the board's own judgment. Once directors are personally involved in a staff dispute, they lose the distance they need to evaluate the executive director fairly.

The board governs the organization through one employee: the executive director. That principle is the anchor for almost every decision here.

The One Exception: When It Involves the Executive Director

There is a clear line that changes everything. If the conflict involves the executive director, the board is on the hook.

This includes situations where:

  • The ED is one of the two people in conflict.
  • A complaint alleges harassment, discrimination, or retaliation by the ED.
  • The dispute reveals that the ED has failed to address a serious, ongoing problem.
  • A whistleblower report names the ED.

In these cases the board (usually through the chair or a designated committee) must respond, because there is no manager above the ED to handle it. That may mean engaging outside HR counsel or an independent investigator. It almost never means a group of volunteers conducting the investigation themselves.

For conflicts that do not involve the ED, the board's job is to make sure the ED is handling it, not to handle it directly.

What the Board Should Actually Do

When staff conflict lands in your lap, a small set of disciplined moves keeps you helpful without crossing the line.

Route it back to the executive director. If a staff member approaches a board member directly, the right response is warm but firm: "Thank you for trusting me with this. This is something the executive director needs to handle, and I'm going to make sure it reaches the right channel." Then tell the ED, unless the complaint is about the ED.

Confirm that a process exists. The board's real leverage is structural. Ask: Do we have a written personnel policy? A grievance procedure? A path for reporting complaints that bypasses a person's direct supervisor when needed? If those do not exist, that is a governance gap the board should close.

Ask questions, not answers. In an executive session with the ED, appropriate questions might include: Are you aware of the tension between these two people? What is your plan? Do you have the resources you need to address it? Is there any legal exposure we should know about? These questions signal oversight without seizing control.

Watch for patterns. One conflict is a management matter. A steady stream of turnover, repeated complaints, or a workplace culture that keeps producing disputes is a governance matter. Chronic staff conflict often points to a leadership problem, and evaluating leadership is squarely the board's job.

When an Anonymous or Serious Complaint Arrives

Some complaints cannot simply be handed back. Allegations of harassment, financial misconduct, safety violations, or retaliation trigger obligations under your whistleblower policy and, often, under law.

When a serious complaint reaches the board:

  • Take it seriously and document that you received it, without editorializing.
  • Do not promise confidentiality you cannot guarantee or predict an outcome.
  • Determine who the complaint is about. If it is about staff below the ED, the ED (with appropriate independence) should oversee the response. If it is about the ED, the board must.
  • Consider whether an independent investigator is warranted. For any allegation with legal weight, the answer is usually yes.
  • Protect against retaliation. Making sure no one who reports in good faith suffers for it is a core board responsibility.

Resist the urge to discuss the matter informally among board members outside of official channels. Hallway conversations and side texts can compromise an investigation and create their own liability.

Protecting Confidentiality and Your Own Objectivity

Staff conflicts are personal, and details spread fast. Board members who learn confidential information have a duty to hold it. Gossiping about a personnel matter, even with a spouse, is a breach of trust that can damage people's careers and the organization's standing.

Equally important: guard your objectivity. If a staff member is a personal friend, or if you have already formed a strong opinion about who is right, say so and step back. The board's most valuable asset in a conflict is its distance. Once you are emotionally invested in one side, you can no longer help the organization see clearly.

A Note on Board-Level Conflict

The same discipline applies when the conflict is among board members themselves. Personality clashes, factions, and a director who dominates every meeting are the chair's responsibility to manage, ideally through direct conversation, clear meeting norms, and, when necessary, the board's own code of conduct. Letting board conflict fester poisons governance just as surely as staff conflict poisons operations.

Takeaway

When two staff members are in open conflict, your job as a director is not to referee. It is to make sure the executive director has the authority, the policies, and the accountability to handle it well, and to step in directly only when the conflict involves the ED or triggers a serious legal duty.

Before the next dispute lands in your inbox, ask three questions: Do we have a written personnel policy and grievance process? Do we have a whistleblower policy with a path around the ED? Does every board member know to route staff complaints back through proper channels? Answer those now, and you will handle the real thing with far more confidence and far less risk.

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