Weighing the Best Strategies for Handling Problem Board Members

IN THE TRENCHES

By Tom Chalkley

At some charities, all it takes is one board member to damage an organization’s ability to operate effectively. Take three examples:

• The board of a group that lobbies for the elderly elected Mr. M, a retired labor-union activist, to be its chairman. (In this and other examples, charities provided details with an understanding that the names of their organizations and board members would be withheld.) Before long, however, he started bullying other trustees into agreeing with his opinions. When board or staff members challenged his authority, he flew into a rage. Intimidated, the organization’s executive called in a consultant to mediate between the chairman and his critics. Ultimately, however, the group devised an awkward way to work around the problem chairman: One board committee became a subsidiary organization, devoted to policy and political action. Mr. M. saved face by presiding over a largely symbolic governance board.
• Mrs. J., the board treasurer of a health-advocacy group, retired from the accounting profession long before computers revolutionized bookkeeping and communications, and was not comfortable with technology. As chairwoman of the group’s committee on finance and fund raising, she drew on many decades of experience, but aggressively opposed younger volunteers who proposed new approaches to bookkeeping and donor contacts. To make matters worse, Mrs. J. was in poor health. She dominated the meetings she attended, then missed many subsequent ones. The executive director tried several roundabout ways to ease the treasurer aside — scheduling meetings when she could not attend, relying on e-mail to communicate with the majority of the committee, and suggesting that Mrs. J. take a leave of absence from the board. Ultimately, poor health put Mrs. J. on the sidelines.
• Staff members at a well-established environmental organization had worked hard to get volunteers involved in committee activities. On two committees, however, female volunteers began to complain about Mr. Y., a board member who served on both bodies. “He was incredibly sexist,” a staff member recalls. Unfortunately, Mr. Y. was also one of the organization’s three vice presidents. The situation was resolved after the organization’s director of communications met privately with the troublesome trustee, telling him that several volunteers had complained about his behavior and that it was not only inappropriate, but damaging to the organization. Mr. Y. resigned from one of the committees and began, reluctantly, to modify his behavior toward women. One of the volunteers he had offended not only stayed with the organization but joined the board and now sits on its executive committee.

Each of those groups learned that a single individual can wreak havoc on a board of directors — and on an organization. Even well-meaning trustees can derail the work of a board by failing to curb personal habits that conflict with group process. A disruptive board member can keep important work from getting done, while a manipulative trustee might deliberately sabotage the efforts of perceived rivals. Members who simply fail to attend or participate in meetings sap a board’s morale and slow its momentum. Ultimately, boards can disintegrate if a troublemaker renders meetings unproductive or unpleasant.

Yet boards often fail to act against nuisance board members because they fear confrontation. In the case of the senior citizens’ group cited above, even the organization’s executive director was afraid to deal with the domineering board chairman, so a peculiar, passive-aggressive “solution” was contrived. Many organizations, like the health-advocacy group in the second story, simply do their best to neutralize the impact of a difficult board member, sidestepping conflict until the end of the member’s term (or, in this case, her health) decides the issue. Notably, the most successful outcome was achieved by the environmental group, where one well-prepared individual took the risk of dealing with the problem trustee one-to-one.

By far the best way to deal with difficult board members is to keep them from joining boards in the first place, says Nancy Hall, professor of nonprofit management at the Johns Hopkins University. Preventive strategies are fairly easy to put in place, she says, and far preferable to the discomfort — or worse — of removing a sitting board member.

“The simplest thing to do — and most organizations don’t do it — is to write a job description for the board position, and give it to your candidates before they agree to join the board,” Ms. Hall says. The document may include a code of conduct as well as a summary of duties and responsibilities. BoardSource, formerly the National Center for Nonprofit Boards, suggests that any such code should spell out a charity’s policies on board-member compensation, gifts and gratuities, political activities, nepotism, conflicts of interest, meeting attendance, fund-raising responsibilities, and the consequences for violating the rules.

Some organizations, Ms. Hall says, require new board members to sign a letter agreeing to the terms of trustee service, and treat this document as a contract. Some consultants also recommend that prospective board members be subject to a probationary or trial period before beginning an official term of office.

Most nonprofit groups, she says, establish some sort of term limit for board members. That approach, she notes, has built-in pluses and minuses: “If you have one-year terms, you can turn [board members] over rapidly, but if you have somebody good on the board, you may want to lock them in to three years or more.” Term limits can provide an easy way to eliminate problematic trustees. “The way it usually happens is that the group says, ‘Let’s just wait until their term is over and not ask them to return.’” Ms. Hall says. “It’s the path of least resistance.” Another strategy that can prove helpful, she says, is to adopt bylaws that spell out the processes for expelling board members who are actively destructive. “If you don’t have such a clause, adopt one,” advises Ms. Hall, “If it’s already there, it’s a matter of enforcing it.” Usually, a two-thirds majority of the trustees is required to vote a member off a board. Bylaws should also establish minimum standards for meeting attendance, she says. Some organizations make suspension or expulsion from the board automatic when a member has missed a specified number of meetings.

Barbara Hanna, of Hanna and Associates, a board-governance consulting group in Banning, Calif., emphasizes the need for honesty and, as she puts it, “gumption” in confronting people who behave badly. “Courage is one of the qualities of a good leader,” she says. “The idea is to take the disruptive person aside, and honestly explain the problem as you see it, and the damage it’s causing to the organization. It’s not that different from a family intervening with someone who has a drug or alcohol problem.”

Generally, Ms. Hanna advises, other board members, rather than an organization’s executive director, should initiate such a confrontation. “It’s very dangerous for the executive to take action,” she says. “That makes it too easy for other board members to back off from their responsibilities — and the executive can be out of a job.”

When a decision is made to remove a difficult board member, the trustee should, if possible, be first given the face-saving chance to resign, says Susan Katz Froning, president of Nonprofit Enterprise at Work, a consulting organization in Ann Arbor, Mich. If the board member doesn’t exit through the open door, then the group needs to move quickly to expel him or her, Ms. Katz Froning says. Dragging the process out can lead to a splintering of the board. “We have seen boards lose a large percentage of their board members if they allow discussion to continue long enough for factions to grow,” she says.

Before taking steps to remove a difficult trustee, however, charity managers and board members need to consider the individual’s behavior in the context of the organization overall. Leaders need to recognize that a board member who strongly disagrees with the majority, or with the board’s officers, may be playing a vital role, according to Mark Bailey, a consultant to nonprofit groups. In his booklet “The Troublesome Board Member,” published by BoardSource (1996, $12 for BoardSource members, $16 for nonmembers, available through the BoardSource Web site), Mr. Bailey argues that such “loyal rebels” frequently point out what a board might not wish to hear: that the board itself is off course, unbalanced, or unfair. Before scapegoating a member for disruptive behavior, Mr. Bailey writes, organizations need to consider whether such behavior reflects a deeper dysfunction within the board or the organization.

Mr. Bailey has conducted a number of workshops on the subject of difficult board members, and he says his work with troubled groups has reaffirmed his belief in preventive strategies. In almost every case he has seen in his workshops, he says, “I was stunned to find that they’d failed at the systems level — no term limits, no trial periods, no board contracts. They had no way of dealing with their problems.” New organizations, optimistic and eager to get to work on their programs, often lack the patience to put such systems in place.

When it comes to dismissing a trustee and moving on, Mr. Bailey says, even more patience is required. “What so often happens is by the time we’re ready to say goodbye, we’re so fed up and frustrated that we just want it to be over.” He counsels treating the difficult members humanely, listening to their concerns even while being firm about the need to part company. “Remember that these people don’t just go away — they return to the community.” If handled with tact and respect, he says, even a dismissed board member may move on to a healthy and supportive relationship with the organization.

Ms. Hanna advises charity managers to keep in mind that conflict within a board is not, by itself, a problem: Boards are supposed to nurture healthy debate. “If you don’t have divisions of opinion on the board,” she asks, “then why have a board?”

Has your organization been faced with a problem trustee? Tell us how you handled the situation on our Building a Better Board online forum.