You know who they are.

They engage in sidebar conversations with other board members or even the members about what they think is wrong with the board or the executive director or the organization in general. They joined the board simply to promote themselves or their business and then come up with schemes to get the organization to buy their services or products. They ask for special favors such as upgraded airfare or free tickets to a fundraising event or free products from vendors.
They commandeer meetings and interrupt other board members or talk incessantly. They don’t show up for meetings. They don’t have their assigned tasks ready when asked or drop the ball altogether. They never raise a single dime. They insist money be spent on projects that are not in keeping with the mission or they come up with grandiose projects for which they will bear no responsibility. The over-scrutinize everything the CEO does and never find anything worth praising. They have unreal expectations of the CEO, often calling at home or while he/she is on vacation.

They are rude to volunteers or members. They have no comprehension of nonprofit governance and often make suggestions that are contrary to maintaining nonprofit status. They are willing to break the law, falsify tax documents or behave unethically. They date or have a romantic relationship with a staff member. They donate a large amount of money so they can blackmail the other board members or CEO or staff with their generosity. They go behind the CEO’s back and direct staff to perform certain tasks. They get their friends hired to the nonprofit.

I could go on. These are just a few of the things I (or my colleagues) have personally experienced. The point of this article is what is a CEO or board member to do with board members who misbehave?

Years ago I was speaking to a peer explaining a particular problem I was having with a board member. He gave me a piece of advice that was golden. “Put a board member between you and the problem.” In other words, it is the responsibility of the board to manage its membership and even the most talented CEO must turn to the board for assistance in dealing with bad board members.

This isn’t always easy because frequently board members don’t want to be confrontational or they hope that a problem will eventually work itself out. Most often though, problems do not go away on their own and ignoring them can cause them to grow. Problems are best avoided through written policies, governance structure, and organizational culture.

A clear set of guidelines such as a “Conflict of Interest” statement that each board member must agree to and sign, can help organizations fend off attempts at hijacking the organization for personal gain. Conflict of Interest statements can also define what board members are free to discuss with non-board members or the public at large. The Standards for Excellence Institute’s Board Excellence Handbook includes a sample Conflict of Interest statement that can be tailored to fit your organization.

Board members who don’t attend meetings can be dealt with by establishing a policy for meeting attendance. I’ve always favored the policy that requires a board member who misses two meetings in a row be automatically removed and must affirmatively be voted back on the board. This saves the board from having to vote members off the board, which so often boards are reluctant to do.

Establishing clear guidelines for fundraising expectations can also save the board headaches. After talking with CEO’s for several years, I would hazard a guess that well over eighty percent of board members do not raise money for the organization they serve. This is contrary to one of the essential responsibilities of being a board member, fundraising.

How a board handles an obnoxious person is a reflection of organizational culture. Ideally the president or chair of the board should manage meetings in such a way that no one person can dominate the agenda or bully the other members. However, if board behavior is out of hand, it might be time to call in a consultant to conduct board training.

And speaking of board training, does your organization have a board handbook and are new members provided with training? This is an area that is often overlooked or dismissed. And while organizational expectations might seem obvious, it should be remembered that people are born “board members” and many people who find their way onto board service are well-meaning volunteers, not governance experts.

The functionality and health of the board of directors is a direct reflection of the health of the nonprofit. If a board is dysfunctional, the organization will be dysfunctional. If a board is focused, healthy and mission driven, the organization will be the same. If you are dealing with problematic board members, it’s time to take action; delaying will only cause the problems to grow.

Bunnie Riedel is a Standards for Excellence Licensed Consultant. Her areas of expertise are board development, strategic planning, communications and media relations and public policy advocacy. riedelcommunications.com