Board Members Behaving Badly
By Nanette R. Fridman, MPP, JD and Kathy Cohen, PhD
A typical challenge that many of our coaching clients bring to us is managing complicated trustees. Board members who sit on boards and don’t perform is a challenge known to almost every board, especially when it comes to their roles as fiduciaries, ambassadors and fundraisers. And while there are a myriad of books on “good governance” practices for boards, there is actually little strategic guidance for executive directors and board chairs seeking to engage, influence, or ameliorate problematic trustees who are underperforming or neglecting their obligations.
Most of the executive directors and board chairs we work with are comfortable trying to engage and encourage inactive trustees, resulting in varying degrees of success. Increasingly though, we find executive directors and board chairs are approaching us for strategies for trustees who are not merely inactive but actually cause potential or actual harm to their organizations.
Below are thirteen different archetypes of “challenging trustees” and strategies for managing them. These archetypes are harmful to boards’ unity, productivity, and growth and unfortunately, are familiar on many boards. Though individual trustees bring their unique personalities with their singular difficulties to each archetype, we have separated the archetypes into three categories to help boards determine plans of action. This list is by no means exhaustive, but it’s likely you’ll recognize at least a few of these archetypes from your board:
Category I: Redirect and Counsel
The best possible process for boards and difficult trustees is to be able to have candid conversations about the behaviors that need to change. In the best case scenario, conversations result in trustees’ feeling valued for their work, motivated to change their behavior, and redirected by a specific plan of action. Ideally these talks should happen between the difficult trustee and the board chair or the governance or leadership development chair. Bear in mind, however, the most successful outcome of this conversation is likely to occur if the conversation happens between the problematic trustee and another trustee who he or she most trusts or admires on the board. It is even better if this admired trustee can serve as a mentor or partner to help correct the problematic behavior. This approach is most likely to work with the following four archetypes: The Over Promiser/Under Deliverer, the Egoist, the Ghost and the Ally.
The Over Promiser/Under Deliverer
The OverPromiser/Under Deliverer promises the moon to the board, whether it is a critical piece of work, a future donation, or a significant amount of time. Yet, repeatedly, the Over Promiser/Under Deliverer does not deliver on promises in a timely fashion, in a complete fashion, and often not at all.
The Egoist wants the board’s success to be dependent upon him or her and needs constant affirmation of how important he or she is to the organization’s sustainability and growth. The Egoist has difficulty sharing work or information, teaching, delegating, or passing the baton for fear of being irrelevant. Rather than helping future leadership develop, the Egoist ensures future hardship for the organization due to poor succession planning and leadership cultivation.
The Ghost rarely shows up to board meetings or events, and many of your fellow trustees have never laid eyes on the Ghost. Yet, when the board is facing a critical or highly sensitive issue – perhaps a vote to commence a major capital campaign or a discussion regarding whether or not to fire the executive director – the Ghost suddenly makes a grand appearance, passionately states his or her case regarding the issue at hand, and then disappears again, often before the end of the meeting. When trustees listen politely to passionate pleas and then ask “Who was that guy?” you know you have seen a ghost.
The Ally is the trustee who becomes an outspoken, irrational public defender for the executive director. The Ally is blind to any significant deficiencies in the executive, even if those blinders put the organization’s strategy at risk. The Ally will jump to defend the CEO if he or she senses any rising criticism. It takes a very astute executive director with great perspective to understand that his or her greatest Ally may actually be doing the organization a disservice, and that questioning the executive director is actually a fundamental role of all directors.
Category II: Move Off Board in a Gentle Way
These trustees are similar to those placed in Category I in that the best possible process is a candid conversation that results in trustees feeling valued and motivated to change, often with help from a mentor. They require a firm hand, as they can cause significant and irreparable harm to the organization’s ability to achieve its goals. The executive director, preferably with the board chair, should be proactive and formally sit down with these archetypes, highlighting the issues at hand with examples and data if possible. If these board members continue to act in ways that are counterproductive, they should not remain on the board.
Noncompliant board members can be removed by not appointing them for another term if their term is almost up or by moving them from the board to another body such as an advisory board or a committee. If the trustees are at the beginning of a term, the board chair or governance committee chair may need to have a conversation with the trustees about whether the board is the best fit, as well as remediating their behavior or stepping off of the board before their terms have ended. It is always a last choice to ask a board member to step off the board, but sometimes it is necessary for the overall health of the organization.
The Clique Artist
The Clique Artist works to divide the board by building unofficial coalitions within the board. When we asked one of our clients to list all of the committees on her board, she included an all too familiar problem: “Well, there is the Executive Committee and the Unofficial Executive Committee.” She described the Unofficial Executive Committee as a group of powerful and connected trustees who often tried to derail the work of the official Executive Committee by working behind the scenes with different constituents to achieve their own agenda.
The Rogue is truly passionate about the organization and often is among the board’s best ambassadors. Yet, the Rogue is convinced that he or she knows what is best for the organization, even if it goes against the agreed upon strategic plan of the board. The Rogue feels the ends justify the means and truly with the organization’s best interests at heart, follows his or her own agenda or strategy no matter what plan the board has agreed to. The Rogue would rather act first and apologize later.
The Dinosaur is from a founding generation of the board or institution. Due to a variety of possible reasons – among them outdated information from an iteration of the organization that no longer exists or an inability to adapt to a changing future vision of the organization, the Dinosaur no longer provides value to the board despite being one of its biggest supporters. In service of a vision that no longer fits, the Dinosaur has potential to derail board conversations and initiatives that truly serve in the current best interests of the organization.
It feels like the Oxygen Thief steals all of the oxygen out of the room with an overpowering personality. As the Oxygen Thief talks way too much, way too loud, and in an authoritative manner, he or she effectively squelches the possibility of other trustees doing good work. Rather than fight for air space, other trustees retreat into silent frustration.
Royalty like the King or Queen feel that certain favors or outcomes are owed to them given their board service or donations. Royalty may expect that they will automatically chair or serve on certain committees, get free tickets to the organization’s events, or have other courtesies extended to them, their friends and families. Royalty neglect to realize that especially because they are trustees, they should exemplify the highest standards of ethical behavior.
The Pot Stirrer
The Pot Stirrer loves making trouble. Often under the guise of “just trying to help,” the Pot Stirrer will cross any number of boundaries, has trouble grasping and defending the organization’s strategy and vision, and is quick to fall for rumors or gossip. The Pot Stirrer can be difficult to recognize as he or she appears very busy “helping” the organization. But to find the Pot Stirrer, just look for the trail of crumbs that leads to brewing storms over and over again.
Category III: Formally Warn Even If Mid–Term and Remove If Necessary
Unlike the trustees in Categories I and II, those in Category III potentially cause significant and irreparable harm to the organization. They should be formally warned through any process outlined in the bylaws or organization’s policies and, if necessary, removed mid-term.
Trustees are privy to confidential information about the organization ranging from finances to partnership or merger talks to hiring and firing decisions. While it is human nature to want to discuss this information, doing so with non-board members is a breach of confidentiality and can cause great harm to the organization. Legally, board trustees owe the organization a duty of loyalty, a duty of care and a duty of obedience. The Gossip shares confidential information and breaches these duties without any respect for the discretion that allows the organization to function at its best.
Often trustees will have relationships with staff who work for the organization. But the Messenger goes further, soliciting feedback and gathering gossip from these individuals, and reporting it back to the executive director or other board members without context, insight or perspective. The Messenger interferes with the established chains of feedback and command, which is highly disruptive to established processes and working relationships. Even in organizations where the appropriate feedback and review mechanisms are firmly in place, the Messenger can quickly and easily erode trust and cause chaos. You know you have met the Messenger when a trustee says to the executive director, “Don’t tell the CFO I said this but…”
Sometimes trustees don’t like a leader or his or her decisions, and they are welcome to discuss the matter privately with the leader. One of the key roles and responsibilities for trustees is to be champions of the organization and increase its public standing. The Denigrator can be extremely damaging, as he or she prevents the board from speaking in a unified voice. Unfortunately, the Denigrator puts his or her personal standing above the organization’s, which can translate into lost dollars, customers, and strong standing in the community.
Luckily, the vast majority of trustees do not violate their duties, roles, responsibilities and agreements. When the few do, it is important to address the issue head on to avoid any additional and collateral damage. This can be complicated. Not only are you likely dealing with experienced trustees who won’t like being reprimanded, but these problematic trustees are volunteers and donors who you want (or need) engaged. Outside counsel can be enormously helpful from a mentor or a consultant familiar with best practice. They can ask board leadership the right questions to determine next steps and act as a neutral third party working with directors to build a constructive and productive team. Executives and board leaders must deal with each archetype to ensure they are fulfilling their duties, clearing the way for a productive board, and maximizing the organization’s opportunities to succeed both in the short and long-term
Nanette Fridman, MPP, JD, is founder and principal of Fridman Strategies, a consulting firm specializing in strategic planning, financial resource development, governance and leadership coaching. She is a frequent speaker, trainer, workshop presenter and facilitator. Nanette is the author of “On Board: What Current and Aspiring Board Members Must Know About Nonprofits & Board Service.” She can be reached at email@example.com
Kathy Cohen, PhD, is a Clinical Psychologist and experienced nonprofit board president who provides governance and development consulting and coaching for nonprofit organizations. Her practice is focused on helping nonprofit executives and boards become more focused, efficient, collaborative and impactful. She can be reached at firstname.lastname@example.org