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What to Do when your Board Members go Rogue!

Jenny was in tears. As the Executive Director of her organization, she was at wits end and said that she was ready to quit. She had confided in me that one of the directors was going directly to one of her staff members telling him that he would be fired unless he complied with the directors’ request which contravened the organizations policies. What was she to do?

Unfortunately, Jenny’s situation is all too common in non profits and charity organizations where the CEO or Executive Director, as they are often called, reports to a board of directors. While these boards are usually composed of volunteers, at organizational meetings, these volunteers are sometimes very passionate and don’t understand the function of a board of directors or their roles and responsibilities.

The role of a board of directors is to give the Executive Director direction concerning the goals of the organization. The job of the E.D. is then to ensure that the vision of the board is carried out in the operations of the organization. Rarely should board members be tasked with helping in the day-to-day operations, although in some very small organizations this is sometimes the case when funding for adequate staff is not available.

Most boards are comprised of a Chair or President, a Vice president, a Secretary, a Treasurer, and 3 or more other board members. A quorum is the minimum number of board members that are required at a meeting to make a decision. Decisions are made at meetings that are held at a time determined by the constitution of the board or as the need arises. Many boards hold monthly or quarterly meetings to get updates from the CEO or E.D. as to the progress of the organization and to give feedback and direction to the E.D.. Boards usually follow a set agenda that covers the important aspects of that organization. Sometimes there are committee reports on important aspects of the business that require additional work by board members on these committees.

Often, board members have not been informed of the requirements of their positions and as a result, do not understand their responsibilities. They think that their position on the board gives them extra power in the organization and privileges not afforded to others. When this happens, the situation can go sideways fairly quickly. Here are some examples that have been brought to my attention in the past few years.

  • Board member uses his position to demand access to personnel files because he is interested in dating a staff member

  • Director of a non profit uses his access to bank accounts to help himself to the organization’s money

  • Chair of the board decides that he can direct staff members in how they should do their jobs

  • Board member shows up at the organization to “help” but starts interfering in employees job descriptions

  • Board members don’t come to meetings but decide they don’t like a decision that was made by the board and harass the CEO about it.

  • Board members who don’t come prepared for a board meeting and try to hijack the agenda

What should happen when we have a rogue board member who takes things into his own hands? Here are three things you can do if you are involved in an organization where a board member is out of line.

  1. Ask the President, after explaining the situation, to deal with the board member. More often than not the president is the greatest ally that a E.D. can have. However, the lines of communication need to be clear and regular in order for the Executive Director to express their needs and deal with situations that are exacerbated by out of line board members. It is the President’s job to ensure that board members are following the rules and giving the ED the freedom to do their job.

  2. Ensure that all Board Members are clear about their roles and responsibilities and the limits and scope of those roles. This should happen whenever a new board member joins the board but could also be included as a regular agenda item to ensure clarity of board members. When board members overstep their roles, there needs to be a process for dealing with the offence.

  3. Find ways to engage the board and apprise them of the organization’s needs with the understanding that their role is to give advice not to do the work. Disengaged board members are a problem for boards especially when they don’t show up or are actively pursuing other interests at board meetings. Enacting policies that remove board members who don’t show up for meetings can be effective in some cases to provide avenues for more committed board members to join.

  4. In cases where there is criminality at play, Executive Directors and their boards need to reach out to policing officials to get support. There is no shame in getting help when you need it to deal with board members or staff members who have gone outside the law in their quest for power, money or something else.

Dealing with a difficult board member can be very stressful for leaders trying to manage an organization as well as a board. However, the quicker that leaders come up with a plan to get rogue board members back in line, the more effective the organization will be in achieving its goals. Well functioning boards can be a blessing to leaders of non profits and charities; however, dysfunction is often more common when it comes to the board of directors.

Dave Fuller, MBA is an Award Winning Business Coach and the author of the book Profit Yourself Healthy. Feeling your organization is dysfunctional? email

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