When “Fiduciary Responsibility” Becomes a Power Move
Have you ever watched a moment in a meeting where something small…
changed everything?
A conversation is moving. People are engaged. Ideas are being shared. In fact in this case….there was already a motion for approval on the floor.
And then someone says, “I think we should move into a closed session…” and shares they simply want to be sure they are fulfilling their fiduciary responsibility.
And just like that… the room (or zoom) shifts.
Not because anything inappropriate was happening. But because the tone of that statement doesn’t sound like a question.
It sounds like a correction.
Let me say something important here. You may be reading this and thinking,
“That’s not me. I would never do that.” Good!
But let me ask you this— Is someone on your board doing this to you?
Have you felt the shift when a comment suddenly makes everyone else feel less certain? When something framed as responsibility lands more like quiet correction?
When the room moves from open conversation… to careful compliance?
Here’s what I’ve come to understand:
Sometimes what starts as uncertainty doesn’t come out as a question.
It comes out as authority.
And when it does, it can unintentionally (or intentionally actually) send a message:
“I understand something you don’t.”
“We may not be doing this right.”
“We should be more careful.”
Let’s name the impact.
When uncertainty is presented as authority, thoughtful people begin to second-guess themselves.
Voices soften. Energy tightens. Participation changes.
And the Executive Director—the very person entrusted to lead— can quickly move from partner… to observer…to being evaluated in real time.
And the conversation—no matter how well-intentioned—moves from with to about.
A colleague said it this way to me, “When you’re not invited to the dinner… you’re the meal.”
Ouch.
It’s a clever line. Because sadly, it also reveals something deeper—how quickly closed conversations can feel less like leadership… and more like something happening to people instead of with them.
That’s not the culture most of us are trying to build.
And here’s where I’m going to be direct.
This in NOT stronger governance. That’s influence without ownership.
Closed sessions absolutely have their place. Under Robert’s Rules of Order, they require a motion, a reason, and a vote. They are designed for specific situations—sensitive personnel matters, knotty legal issues, and sensitive negotiations.
They are a tool.
But when they are introduced casually—or come out-of-the-blue from one member – or feel out-of-the-culture and history of the organization, or as a signal of “doing our job”—they can become something else entirely.
A shield.
A reset of power.
A way to change the dynamic of the room without ever naming it.
When we equate closed sessions with “doing our fiduciary duty,” we unintentionally (or intentionally) send a message—
that openness might be careless…
that trust might be naïve…
that transparency might be risky.
And that’s simply not true.
And there’s something even deeper at stake here—especially in nonprofit organizations that are BUILT on relationships and generosity.
Strong board members understand that leadership is not just about oversight. It’s about stewardship of people.
Every interaction either strengthens a relationship… or strains it.
And when tone, implication, or positioning causes a leader to pull back—to hesitate, to second-guess, to shrink— we have to be honest about what’s happening.
That’s not accountability.
That’s a form of shame response in the room.
Not always intended. But very real in its impact.
The way we treat each other internally is the way we show up externally.
If trust is fragile in the boardroom, it will be fragile with our donors.
If leaders feel guarded inside the organization, that energy carries into every conversation we ask them to have.
We cannot build a culture of generosity while eroding trust in the room.
We cannot ask leaders to be bold, relational, and joyful out in the world…
while creating moments inside our own boardrooms that cause them to shrink.
I have seen extraordinary leaders—smart, committed, mission-driven—quietly undermined in moments exactly like this.
Not through overt conflict.
But through subtle reminders of hierarchy.
A tone that says, “We are the Board.”
As if leadership is something to be controlled… rather than partnered with.
But board service isn’t about proving you’re the smartest person in the room.
It’s not about positioning. And it’s certainly not about using structure to create advantage.
It’s about stewardship.
It’s about partnership.
It’s about advancing a mission that requires all of us at our best.
And that requires something deeper than authority.
It requires the confidence to say: “Can I ask a question?” “I’m not sure I understand.”
“Help me think this through.” That’s not weakness. That’s respectful leadership.
So before calling for a closed session, ask:
Is this truly necessary? Or am I trying to create certainty where I feel unsure?
Because one builds trust. The other builds distance. Distance that may never be repaired.
Closed sessions should be rare, intentional, and clearly justified— not a reflex, not a habit, and not a shield.
And more than that—
Closed sessions should never replace the courage to stay in the room, ask the real question, and lead together.
Because the strongest boards don’t lead through pressure or positioning.
They lead through trust.
Through partnership.
Through the kind of leadership that doesn’t need to close the door to prove its value.
It doesn’t mean leadership is not challenged, or questioned, or provided feedback….but this happens face to face – in a supportive and as colleagues and partners.
If we want our donors to trust us, our teams to follow us, and our mission to grow…
then we have to model the very thing we’re asking for.
And trust? It doesn’t happen behind closed doors.
May you all experience the JOY of real partnerships with your Boards and your givers.
Invest in Joy!™
