Strategies for Handling Difficult Board Members

Think back to the last time you had to (or at least wanted to) confront your boss about micromanaging your work. Now imagine having ten bosses instead of one. You’ve just stepped into the shoes of your nonprofit’s executive director. While we might all like to cast aside the possibility of an overreaching and difficult board member in our organizations, even the most well run nonprofit boards will deal with difficult board members at some point. Boards are full of, well, humans, who have a unique set of personal experiences, emotions, and motivations that influence on their job as a director. Sometimes, that can lead to conflict that is uncomfortable, unproductive, and even contrary to the organization’s best interests. 

On the other end of the spectrum, some directors pull a “ghost” act on their board duties, failing to show up for meetings, participate in necessary votes, and manifest an overall lack of preparation, care, and concern for their responsibilities as a board member. Likewise, issues can ensue when members breach confidentiality or participate in activities that constitute a conflict of interest.

Often executive directors, board chairs, and fellow directors will let difficult board members fester despite the potential consequences. Breaching an uncomfortable topic can give rise to many fears. Perhaps a relationship is lost, or worse yet, a director threatens to retaliate for being called out on their missteps.  

So what’s a frustrated and outnumbered executive director or board chair to do?  

Critical concepts for resolving conflicts with board members

Here are a few key takeaways when it comes to confronting a wayward board member.

Focus on the process rather than product: Effective conflict resolution requires time, patience, and flexibility…sometimes in massive doses. Instead of forcing a quick resolution on a preconceived timeline, focus on the process rather than the outcome. A thorough process includes taking adequate time to define the problem, fully identify each party’s issues and interests, agree on your process for negotiating a solution, and ultimately upon a solution and how to implement it.

Consider the Human Element. Take time to distance yourself from the problem (this may require the outside help of a mediator, coach, or other trusted advisor) and understand the underlying emotions, relationships, and motivations that might be at play. For example, unwanted behavior, such as bullying or interfering, often boils down to the offending member’s inherent need for satisfaction by being in charge, especially given that most nonprofits do not compensate board members for their work. By striving to understand the underlying motivations of all parties, you gain more insight into potential solutions that will better meet everyone’s needs.  

Bring it back to your shared interests. When the conflict resolution process threatens to go off the rails, strive to establish common ground by remembering points of shared agreement. At the most basic level, board members and directors can always fall back on the standard fiduciary duty and responsibility to put the good of their organization above all else. When human emotions and perspectives cloud the situation, remind all parties to consider the best possible outcome for the organization in the conflict. Then move forward from that point of shared agreement.  

For more on conflict resolution, see our past article, Avoiding Bedlam in the Boardroom, which provides a more in-depth guide to managing conflict.  

Planning for future conflict.

Finally, as you move past your point of contention, take time to debrief and reflect on the steps you can take to avoid a similar situation in the future. Such steps might include:

  1. Revising or creating new documents, policies, and procedures regarding board member involvement. These steps may consist of changing your board charter, bylaws, standards of conduct, or board member contract. Make sure that they set forth expectations, rules of conduct, and procedures, so there is no confusion moving forward.
  2. Conducting regular board evaluations. The board evaluation process can be more or less formal, depending on your organization, staffing, and board composition. Sometimes it’s as easy as sitting down with each board member over coffee on an annual basis to understand better their perceived expectations and role as a board member while sharing yours as well. Other organizations solicit formal written evaluations from each member. 
  3. Regularly schedule board development activities and education. Many nonprofit board members either come from the for-profit world or are asked to join because of their dedicated effort and passion at a grassroots level. In any case, nonprofit board members may have little experience in nonprofit management and their associated fiduciary responsibilities. Build regular training into your board meetings and retreats so that they will have the tools they need to be  better board members.

Ellis Carter is a nonprofit lawyer with Caritas Law Group, PC. To contact Ellis, call 602-456-0071 or email us at info@caritaslawgroup.com.

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