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What to do about a difficult Board member?
Submitted by Aarti on August 15, 2007 - 13:40.
An organisation I know has a strange problem. They have a Board member who has rarely attended meetings,has hardly contributed to the organisation whether wisdom or funds but refuses to step down. This organisation is reputed and the lady in question believes it adds value to her CV. The trouble is further compounded by the fact that the organisation does not have an effective rotation policy in place. What do you think might be a good suggestion to help this NGO get rid of 'dead wood' and do it nicely :-)?  I agree that term limits and a code of conduct are two of the most important ways to curtail troublesome behavior on the board. Once I worked with a board that had neither. One of its biggest problems was a board member who had been on the board for years, had no intention of leaving, but regularly broke confidentiality and conflict-of-interest rules. Eventually the board adopted a code of conduct, but they didn't include guidelines about steps the chair should take to enforce the code in case of a violation. Inevitably the chair found himself in a difficult position, because he had to improvise a response to the board member's continued bad behavior, despite the existence of the code. That individual took it personally and raised a stink that for a time divided the whole board. The lesson learned: be sure to attach procedures for dealing with violations of a code of conduct so that enforcement is not misinterpreted as a personal attack.
Submitted by gjpeterson on August 17, 2008 - 17:15.
I have noticed that boards find themselves with inappropriate member behavior most often when the board has failed to articulate what its own job outputs ought to be and therefore cannot evaluate itself nor hold itself accountable for that specific value added. Once the board starts to evaluate its own performance against some carefully articulated values of board governance process, these kinds of issues can be addressed.
I have seen boards use their governance (or nominating) committee make recommendations for populating future board rosters based on objective criteria to help ease out the wrong people--all with a smile and a thank-you for the service rendered in the past. --- Glen Peterson CapacityPartnership.com
Submitted by Sandi Humphrey on August 17, 2008 - 15:31.
Sandi A good place to start (to reduce the chances of this situation presenting itself again) is to have the board spend some time discussing, in general, what expectations they have of themselves and each other (i.e. attending meetings, come prepared, participate in discussion, refrain from answering Blackberries and cell phones during meetings, etc.) Raising these issues in general discussion allows the issues to be raised without pointing fingers at any one individual. The end result is a document that sets out the board's expectations of each member - the document should be circulated to new board members - they should be asked to sign it as a performance agreement. This sends out a message at the outset that the board knows it has a job to do and takes it serously - it also puts the board Chair in a better position to respond to those who continually breach those expectations. I've worked with boards that are apathetic. In most cases, (as others have noted in this discussion), it all comes back to the board doing dull and trivial work rather than actually governing (being visionary, strategizing for the future). The real board job is challenging and exciting. And I have witnessed what happens when a new and exciting vision takes hold in an NPO - lots of people want to board the moving train - you'll have lots of people to chose from as board members, and you'll no longer need to settle for "warm bodies". Governing isn't easy. And the Chair needs to have the courage to act when board members are not performing - having expectations up front makes that easier and less personal. The job description for the Chair should include reference to this important task.
Submitted by demola on August 27, 2007 - 20:38.
This discussion is coming at the right time for me. Thank you for that. I am having a similar issue at hand. As for member tenure and all other issues concerning standard behavior of board member and even of qualification are included in our constitution and was equally driven down during board members orientation. However, we still have issue of board member not getting committed as exepcted; yet they wont quit. I think it's about who is picked to serve on the board. Apart from certain overall qualification of a member, issue about natural interest to serve and selfless disposition to help others should be a consideration. However, since board members are there for the overall good and growth of the organization, any dead wood in a board should be eased out tactically, either by making his/her role non-effect by getting a more active person to serve or tell the member outrigth. The case would be better if the difficult member is not the chair of the board or an important officer, if this is so, i think its complicated but the board's health should take a higher priority bacuse, if the organization is dead, that member will continue to live and would even blame other people for the death not himself. Thank you.  (Site administrator's note: somehow this post did not end up in the right place, so I'm copying it here!)
I suggest that the board address a question: when is the time to leave? Regards,
Submitted by Consuelo Castro on August 15, 2007 - 16:44.
It seems to me that setting a rotation policy and including it in the bylaws seems to me a most important issue to be dscussed by the board. This way the decisions about the time a board member should step down will not be taken in a personal way. best regards, Consuelo Castro Mexican Center for Philantropy.
Submitted by Aarti on August 15, 2007 - 16:20.
Thanks so much for that helpful advice David.  Both to improve governance quality overall and simultaneously addressing the issue of an underperforming board member, I suggest the board institute a policy defining minimum qualifications and performance for board service, to be reaffirmed annually by each board member. If any board member therefore refuses to affirm or fulfill this standard, the policy could then state that the underperforming board member is removed from the board either automatically or by majority board vote. I also suggest that term limits be instituted, with current board members assigned to classes by board vote, with longest serving board members placed in earliest graduating classes. Best wishes, Aartie! David Haskell, President & CEO, Dreams InDeed International |
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Hi Marilyn
We are completely right: any code of conduct should also spell out procedures for enforcing its own rules.
I would like to know whether someone on this list has good examples of Code of Conducts that spell out ways of enforcing themselves to share with us.
Regards
Daniela Costa
Associate and Affiliate Development Officer
ActionAid International