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Take Preventive Measures to Address Bad Board Member Behavior

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Prevention might be the best cure for a board beset by a difficult board member. A reliable process, clear expectations, and putting your organization first are all steps to maintaining equilibrium and managing conflict.

No one goes out of their way to recruit a difficult board member, but sometimes you end up with one.

At one point in her career, Mona Buckley, CAE, now president and CEO at the Government Employees’ Benefit Association, had a board member who wanted to become president-elect. The problem: He wanted to circumvent the process. The organization had a slated nomination process where the nominating committee solicited recommendations from the entire board and then determined the best candidate.

It turned out that the candidate who wanted the president-elect position wasn’t slated. He started calling other board members to complain that the process wasn’t fair, and he wanted them to contest it. He also asked if he could count on them for their vote.

“It was completely upending the process and making people very uncomfortable,” Buckley said.

In a situation like this or others where you’re dealing with bad board behavior, having clear policies and processes in place—including board member job descriptions—and keeping behavioral analysis objective will prove most successful.

“The other golden rule is, always keep a volunteer between yourself and the problem when the problem is another volunteer.” — Mona Buckley, CAE, Government Employees’ Benefit Association

Trust the Process

The board wanted Buckley to solve the problem of the disgruntled board member. “You’re in the middle because they don’t want to make that call,” she said.

Buckley relied on her experience. “Basically, you revert to the process,” she said. She reviewed the documented, board-approved operating policies and processes. There was also a board member job description that candidates had to sign on their way in that defined expectations. “It’s one of the best things,” Buckley said. “It just solves a lot of things that can happen later.”

Once Buckley confirmed there was not a problem with the process, she went to the board chair and told him he was going to have to make the call to the unhappy board member.

“The other golden rule is, always keep a volunteer between yourself and the problem when the problem is another volunteer,” Buckley said.

Board leadership had the difficult conversation with the board member, and he stopped attending meetings. Since the board had requirements for meeting attendance, the chair was able to give the board member the option to resign or to be removed at the next meeting. The member ultimately resigned.

“Every board member felt good about how we handled it,” Buckley said. “If the process is clean, all problems can be solved. Governance problems are because stuff is untidy.”

Stay Objective

Defining expectations for board members from the start and having a well-defined orientation process with clear rules of engagement to hold people accountable goes a long way in preventing mishaps.

“All of those steps pull it away from that subjective conversation to a more objective one, which helps identify where issues might be,” said Adarsh Montravadi, general counsel and director of strategy at OnBoard, a board management software provider. “You set yourself up for success and help avoid any surprises.”

The repercussions of bad board behavior justify the front-end work to prevent them. “They can be a drain on your mission, resources, and staff, and they can distract from the overall mission,” he said.

Also, board members’ time is finite, and leveraging their expertise is key. If certain board members are preventing meetings from being as strategic and action oriented as possible, “there is a real risk to the organization itself because you’re not making use of that time,” Montravadi said.

But, given the challenges of the pandemic, what happens if a person is not behaving badly, but is simply overwhelmed? “We all want to operate with a certain level of grace,” Montravadi said. “But every seat at the board table matters, and we need to make sure everyone is doing their fair share.”

If that’s not happening, a polite one-on-one conversation between the chair and the board member may be in order. The goal is to assess if there is a business or personal issue, or other extenuating circumstance, that requires some accommodation.

“You always need to focus on the organization first in anything you’re addressing from a behavioral or individual board member standpoint,” Montravadi said. “You are doing it because you believe addressing it will help your organization achieve its mission better.”

Lisa Boylan

Lisa Boylan is a senior editor of Associations Now.

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