Dealing with Difficult Board Members

It happens. Every once in a while there will be one Board member who is a thorn in everyone's side. It may be that they don't participate in discussion and debate and after leaving the meeting tell everyone they disagree with the Board's actions. Perhaps they continually come to meetings unprepared - I can't tell you how often I've seen Board members arrive at the meeting and pull out and then open the envelope that was mailed to them two weeks beforehand. Or how about those Board members who say they are going to do something but never do? Or, those who repeatedly fail to respond to requests for input into important issues?

Here's the thing. The Board doesn't have to accept such behaviour. In fact, it shouldn't. To simply ignore bad behaviour sends a message to everyone else that such behaviour is condoned. It suggests that the work isn't important or doesn't matter. Those are awful messages to send.

What do you expect of members of your Board? I suspect, at minimum, you want them to:

• come prepared;
• contribute to discussion and debate;
• listen and consider the views of others;
• honour commitments they make to the Board;
• respect confidentiality when it is required;
• support Board decisions; and
• actually attend meetings.

By no means is the above list a comprehensive one, but it is a good starting point for full Board discussion that leads to the establishment of a documented policy on Board member performance expectations or code of conduct.

Once you have listed your expectations, take your policy one step further. Document what will happen when and if a Board member breaches the policy. If this step is not documented in the policy, it becomes more likely that breaches will continue to be ignored. A documented policy that says, for example, that the Board Chair shall have a discussion with a Board member who breaches the policy, increases the likelihood that such a discussion will actually take place. Taking it further, by then compelling the Board Chair to provide a report to the Nominating Committee on the nature of that discussion, will increase the likelihood that the offender's name will not be on the list of proposed nominees for the Board the following year.

I acknowledge that it is indeed difficult to discuss performance issues with someone. Without a policy to guide what happens in such cases, nothing will likely take place. That's not serving the Board, or the not-for-profit organization. Doing nothing is simply not an option.