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AvoidingBoardMembersWho Misbehave

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You may have seen the signs eye rolling, mistrust, disengagement whenever certain board members speak or unpopular decisions are made. When these board member behaviours are are left unchecked, productivity declines. In extreme cases such disrespect can tear organizations apart. Regrettably, some board members continually push their personal agenda with no regard for others. Oh, they may claim they are taking the stance in the best interest of the owners, but they dont want to listen to other viewpoints not even to the viewpoints of other owners when they have a different perspective than their own. They have an axe to grind and pity the well-meaning fellow director or staff member who may get in their way. Lets be clear. Were not saying that board members should meekly agree with the first opinion that is given on an issue. Lively debate is healthy. Personal attacks and subversion are out of order. Weve seen and heard the fallout from rogue directors who dont seem to care about the impact they are having on their fellow directors or the organization they profess to be serving. Sometimes fellow directors are so wounded by the experience that they leave the organization and take years before they offer up their leadership talents in a volunteer role again. Others soldier on with jaded skepticism, even of the good ideas and initiatives. Only the strongest and most selfless are able to brush aside the disappointment and step up, with hope and optimism, to address the situation in a way that is respectful to all, including the offender.

WhatYouCanDo
1. Establish a nomination process that includes identification of wise, mature, and skilled candidates. Interview them and, if youre impressed, ask for references. Assuming everything checks out, encourage them to run for election. Circulate background information on all candidates to members in advance of the election and at the annual meeting allow time for members to ask questions of candidates prior to the vote. 2. When other organizations appoint members to sit on your organizations board, be clear about the competencies and experience you are looking for. Let them know your boards performance expectations (e.g. time commitment and board conduct) and the consequences of misconduct.

AvoidingBoardMembersWhoMisbehave

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3. Develop board member discipline policies and delegate enforcement to a specific person or committee of the board (e.g. chair or governance committee).
4.

With attention to by-laws, identify compatible board policies for terminating a board member should this become necessary. While this is unlikely, it is far better to be prepared to deal with extreme cases quickly than to suffer the damage a particularly spiteful board member can cause.

This article was originally written by Mary Lynn McPherson, June 2007.

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