Reining in Rogue Board Members

Many, if not most, boards operate confidently. The meetings run smoothly, start and end on time, and disagreements are handled with candor, frankness, and trust. Others have created excellent mechanisms for getting feedback from board members through frequent evaluations that allow leadership to make adjustments to how the meetings are run that keep meetings a positive experience for board members. However, the experts at the Oklahoma Center for Nonprofits also receive calls from members that are troubled by a board member who may be operating under their own set of rules. Rogue board members can negatively impact morale, erode confidence in the board, and can even have serious legal ramifications for the organization. Here’s our advice for bringing board members back into the fold.

First, it is important to understand why the board member is “going rogue”. It might be they are taking their job too seriously. Board Members are the legal guardians of the organization’s mission which sometimes evokes protection and preservation when they take their role of asking questions. A “healthy degree of skepticism” is a great trait in a board member that is taking their fiduciary role seriously, as long as their questions are guided by an intent to build trust, provide support for the executive director, and refine ideas into workable plans. If questions begin to feel personal or are based in mistrust, that board member needs to talk with the Board Chair about their concerns and have open dialogue. Turning a board meeting into a trial with pointed questions rarely helps move conversation forward with good strategy and can erode confidence and positivity. If a board member suspects that another board member is taking their job too seriously, try having a conversation about the vision for the meetings and give them gentle feedback about how they are coming across. It may be they are unaware of how their questions are being perceived. Coach them into greater understanding and listen genuinely to their concerns.

Sometimes board members “go rogue” when they don’t feel like they have a fair audience, or feel like issues aren’t being addressed. Many times, they over-function because they don’t have a clear understanding of their responsibility as a board member, or expectations have not been clearly established. These can be solved by having annual agreement commitment forms board members sign, job descriptions for board members and officer positions, and charters for committees that outline their authority. Not being clear on “who does what” between the board and the executive director can also create friction. Clarify roles and responsibilities with open conversation or bring in an outside source such as a trainer from the Oklahoma Center for Nonprofits. If a board member isn’t meshing with the others on the board, it doesn’t necessarily mean they have a difficult personality. Identifying the reason is the first step in tackling the issue.

Don’t let a board member’s behavior go unaddressed. The next step would be to open the lines of communication among the other members. This isn’t to say gossip about the rogue member, rather get your board “on-board” with what is going on. Ideally, board members should hold other board members accountable to their performance as board members – not staff. When possible, have board member to board member conversations. Involve the executive director or other staff only when absolutely necessary. When you have a conversation directly with the member, be sure to have an open mind with level and fair communication. It is important to hold the member accountable for their actions and let them know it has been an issue for you and others. Seek solutions together and work towards mutual agreement when possible.

If a board member has violated an agreement, such as a confidentiality policy, board members should address this with the member immediately and conduct any damage control the situation may require. For example, in one organization, a board member who was concerned about the last conversation about their organization’s financial position, decided to write a letter using the organization’s letterhead to their members and supporters stating that if the organization didn’t receive immediate donations they would close. Not only was that not true, but it was not the way the board had planned to address seeking donations. Sometimes board members with good intentions can have a negative impact. Situations like this can be prevented with frequent board training and reminding people that only actions agreed to by the board can be acted on by the board. Actions like this are not only harmful but in some cases may merit removing a board member.

If it is necessary to ask a board member to step down, do so carefully. Removing a board member from a position should be an act of governance by the members. It would need to be carefully weighed by the governance committee and brought to the full board for vote, with clear reasons why this board member was not meeting expectations. This should be a last step or only as a response to an egregious situation. A wise board would use this opportunity to evaluate if there was anything they could have done to prevent the issue and to use that insight to make their board stronger in the future. Often, good recruitment practices, clear orientations that help board members be ready for their role, guiding governance documents such as updated bylaws and committee charters, and healthy facilitation to handle conflict go a long way in preventing these situations.

Legally, board members are owners of the organizations and responsible for the mission and operations. Watching a member’s behavior can be frustrating, but having a bit of patience while they figure things out can be essential. However, sometimes tolerance wears thin and it may be staff rather than the board who are affected. Providing coaching for the executive director and lead staff may help, but it also may be that staff members find work elsewhere. If this occurs, the board can only hope exit interviews shed some light on the situation.

In addition to our Help Line to offer advice with specific board issues, the Oklahoma Center for Nonprofits also provides training sessions like the Boot Camp for Boards to help boards gain insight on how to efficiently and effectively govern their organizations. Visit the Boot Camp for Boards page for more details on one of the four information sessions.

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Marnie Taylor