Conflicts arise in the boardroom. It’s human nature, exacerbated by the strong opinions and deep passions that our nonprofit missions inspire. Like any team, your board should be proactive about building a positive and productive environment. Some things that contribute to a strong team are a shared purpose, inspired and supportive leadership, clear expectations, and regularly scheduled opportunities for performance review and refinement.
But, once in a while, despite your best efforts, one board member becomes a problem—a big enough problem that you may have to act.
It’s important in these cases that you clearly define the difference between a difficult board member, a non-performing board member, and a truly compromising board member who puts the organization at stake.
The difficult member may be a contrarian at meetings, may have a personality that doesn’t fit well with other board members, or requires a lot of time and attention from the chief executive. In these cases, it’s the role of the board chair to take this member aside and talk to them about how they can interact more productively with the group. I’ve seen many cases in which the difficult personality actually plays a valuable role on the board by presenting different viewpoints and pushing other members to consider alternative approaches to issues.
The non-performing board member may not show up to board meetings, refuse to make an annual fund gift, or fail to follow up on their commitments. Again, this is a case in which the board chair or other appropriate member of the board should work individually with this member to clarify expectations and determine if and how the board member can rise to their responsibilities. In these cases, a second chance is warranted. But, if after a frank conversation about expectations, the board member still can’t perform, they should politely be asked to resign. This gives them a dignified “out” which is good for them and for your organization.
A compromising board member is one that simply has to go. This might be because of a conflict of interest, a violation of confidentiality, illegal activity, or unethical behavior. There are also circumstances in which a board member might undermine your organization’s reputation in some other way. For example, they may have publicly made statements that directly conflict with your organization’s mission. In these cases, there is no room for a second chance. This is the board member who has to go. Now.
So, how to do it? Well, all separations should aim for amicability. The board chair (not the executive director) should ask the board member to resign and explain exactly why. An important piece of this conversation is to agree upon a shared statement about the departure. If the board member refuses to resign, the issue must go to the full board for a vote.
While I hope you never find yourself in these challenging circumstances, chances are you will. So, have policies and procedures in place! Look at your human resource policies for inspiration, check out Board Source’s policy library, ask other nonprofits to share. At the very least:
Include a clause for how to remove board members in your by-laws. Here’s sample language: “Any Director may be removed by majority vote of the remaining Directors for failure to act in the best interests of the Corporation, or lack of sympathy with the stated purpose of the Corporation.”
Have a board job description with clear expectations — and then enforce them.
Make sure each board member signs a board member agreement, a conflict of interest policy and a confidentiality policy.
Require an annual board assessment of each member and of the group as a whole.
Have a conflict resolution procedure in place.
Of course, the more you can do to avoid conflict, the better. Implement a solid nominations and orientation process, be thoughtful and deliberate about who you bring on board, and put time and effort into nurturing the staff and board team. It’s worth it!