Dealing with Difficult Board Behaviors

There are many examples of such “disruptive” behavior, but the following are some to illustrate the point:

• Poor preparation, participation and lack of attendance at board meetings;
• Lack of understanding of the board member’s role and the assumption of the role of “change agent” when it is clearly inappropriate and unnecessary;
• Failure to become a team player by accepting the consensus of the board, after issues are fully debated;
• Inappropriately micromanages the group and operates independently from others in an unwarranted way;
• Consistently failing to follow through on tasks and responsibilities assigned to the board member;
• Failure to honor financial responsibility as a board member by refusing to make a personal contribution on an annual basis to the best of the person’s ability;
• Undermines the board, board chair or chief executive officer either by subtle or obvious means, damaging public opinion of the organization;
• Failure to maintain confidentiality on board matters; and,
• Consistently fails to live up to the values promoted by the organization.

Addressing Difficult Board Member Behavior
When these behaviors are exhibited, oftentimes the board chair, not the CEO, has the responsibility to meet with the board member and discuss the behavior and the impact it is having on the organization. Often, the board member will become aware of their behavior, and make the necessary changes. However, when discussion or counseling fails to solve the problem, the board member might need to be asked to resign. If the board doesn’t face up to its responsibility, the problem behavior could become a disaster for the organization and have long term negative effects. Just as the board holds the CEO accountable and responsible for behavior, the board must do the same for its members.

Have the board chair along with at least one other member of the governance committee or executive committee meet again with the board member in question and address the person’s behavior. One should apply the golden rule in these situations: Always treat the other person, even those misbehaving, the way that you would want to be treated in this situation. This discussion should strongly inform the board member about the negative implications of the behavior being addressed, and the possibility of requesting the person’s removal from the board.

If the behavior does not change, the board chair should contact members of the governance committee and discuss removing the member from the board. If the governance committee agrees and makes a recommendation for removal, a special meeting of the board should be called and a vote be taken to remove the member from the board. The board might want to consider engaging legal counsel to review the situation and ensure that the board’s actions comply with the organization’s bylaws.

Another suggestion is to have the board’s governance committee review the situation surrounding the person and consider not recommending a renewed term. The committee’s recommendation for non-renewal will also go the board for a vote.

Another suggestion is for the board to participate in an annual performance assessment and discuss the removal mechanisms in the bylaws, and, if necessary, vote to change the bylaws to effectively remove such a board member. It is highly suggested the the board chair inform the individual board member involved of the board’s decision and allow the board member to resign and save face. The removal of an individual from a board can be a humiliating experience, and there’s no need to make this a personal indictment.

The board could attempt to allow the removed member another way to serve the organization’s mission as a way of saying goodbye, unless of course the board member’s actions were immoral or illegal. This position could be as a member of an advisory board, or task force, or an emeritus status.

Perhaps one positive outcome of the experience of having to remove a board member would be a more thorough review of the board’s recruitment process, orientation programs, and implementation of performance assessments of both the board as well as the individual member on an annual basis. While most board members volunteer their time, energy, and talent to the organization, they also accept the responsibility and accountability that comes with agreeing to serve on the board. To successfully achieve the organization’s vision and further its mission, every board member needs to work together toward achieving those goals and bringing fulfillment and meaning to all who serve in such a wonderful role.

QUESTIONS:

• Has your board had to deal with difficult behavior by a board member?
• Was it successfully resolved?
• Do your bylaws address how to deal with removing a member based upon their behavior?