Monday, October 5, 2009

Bad, Bad Board Members

by Bunnie Riedel, Host, Nonprofit Conversation

You know who they are.

They engage in side bar 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 they drop the ball altogether. They never raise a single dime. They insist that 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. They over-scrutinize everything the CEO does and never find anything worth praising. They have unreal expectations of the CEO, often calling the CEO 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 sum 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. There is a “comment” section at the end of this article and I would love to hear your comments on behaviors of “bad board members.” The point of this article is: what is a CEO or board members 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 National Council of Nonprofits has an excellent sample conflict of interest policy that can be tailored to your organization at

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 be affirmatively 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 many years, I would hazard a guess that well over eighty percent of all 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 board members provided with training? This is an area that often gets overlooked or dismissed. And while organizational expectations might seem obvious, it should be remembered that people aren’t born “board members” and many people who find their way into 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 bad, bad board members, it’s time to take action, delaying will only cause the problems to grow.

Earlier this year, Angela Newman wrote an article on the “Key to Motivating Board Members.” It is worth another read:


  1. I'll push back a little on the following statement: "Problems are best avoided through written policies, governance structure and organizational culture."

    Policies and structure and process are all good, and I agree with what you've said above in helping to focus a board on better performance. But policies don't drive behavior change, and to say you can affect the culture part just by providing Board Training isn't enough, in my opinion. It's not just that the board members are behaving badly, it's that they are having a negative impact. We need to have CEOs and Board members who can actually make that connection, in the moment, when people are creating problems. Training might be a part of that, but I doubt a training event on its own would actually result in people challenging disruptive behavior when they need to.

    1. Actually, having written guidelines for conflict of interest probably would have avoided the problems my nonprofit is experiencing. Some members did look to our bylaws, but they were very short and not specific. The deduction, then, was that since the bylaws didn't specifically forbid something, then it must be okay.

      And as our board members aren't up on the law, they didn't know a conflict of interest deal wasn't okay. They simply looked to the bylaws, never questioning that there may be other sources of info out there - like state or federal law.

      So, in our case, I got involved after a contract was in place, lots of money spent - on an improper deal with a director, and now we're in a mess having to deal with it and convince the "good" board members we need to report the improper deal to the IRS, etc.

      Anyway a huge mess that may end up in fines, etc., which probably all would have been avoided by having really clear bylaws and board member rules, including what constitutes a conflict of interest, etc.

      Our biggest problem, after addressing the above, though, is having board members who are sweet old ladies who don't want to face the bullies head-on.

      So, there is still that. But, I do believe that 99% of these types of problems could be avoided if the bylaws and board member rules are clear about what's okay and what's not - including the processes required to be sure everything is okay.

      For instance, IRS law says you need to get at least 3 bids before getting into a contract with a board member ("insider"), and you need to document why each of these options was rejected and why, and why you could justify that the contract with a board member was obviously better than any offer you could find otherwise, etc.

      We're still in the middle of this mess, and have called for board members to resign and are waiting to see if they actually will. Stressful, ugly mess, that probably would have never happened if our bylaws had been specific regarding conflict of interest deals with board members.

    2. Rather than all this blah, blah, blah, why didn't you just list rules for good Board behavior. People love to run on and on.

  2. Bunnie, you are obviously very knowledgeable in your writing here but it won't change until a way for countability for every individual is implemented.
    Music Composer
    shure beta 58

  3. Another thing you might consider is having a time requirement. For example, all board members must put in 5 hours a month actually getting their hands dirty in the non-profit's projects.

    On the other hand, it depends on why that person is a board member. Is it because they bring publicity to the non-profit or because they are related to someone or they themselves are a donor

  4. It's one thing when a "bad,bad" director has been appointed/picked by the board. It's quite something else when - in a membership non profit - the director has been elected by the members. The word "bad" then has a different connotation . simply because it's possible that the board believes it alone knows what is best and chooses not to explore ways of listening to or consulting with the members. It's possible that such a director is acting as a whistleblower, bringing the Board back to what the organizational mission
    calls for

  5. Is there a way to give the boots to a bad Board of directors? Like a winding up, or dissolving the board?

  6. Here are ours: 1) threatening to discontinue her large annual(6-figure) contribution if she doesn't get her way; and 2)demanding special favors, as in insisting that a desirable dog be adopted to a personal friend, rather than the first family who applied to adopt it. Bottom line insult: INTERFERING WITH OPERATIONS

  7. We have a problem with our board. The Chairwoman married a former preacher who is very pushy about his religion. Our policy - and it states so on our website and materials - is that we are available to all regardless of religion, race, or national origin. The chairwoman and her husband are becoming overbearing about politics (they are Tea Party Republicans), Muslims, and anybody who isn't their religion. I can't believe we are having arguments over prayer for heaven's sake, but it is polarizing our board. How would you handle this?

  8. It is my experience that the bad board members are actually the ones pointing the fingers. A good board member can focus on the tasks at hand and not be distracted by juvenile drama.

  9. Our non-profit is a small, community access television located in a rural state. I'm not sure if I have enough room to characterize the negative qualities of one particular board member but here goes: "Mel" believes his financial acumen allows him to loudly stomp on anyone who disagrees with him about financial matters. He has shown outright hostility to the mission of our non-profit. Acidic, cynical and hostile, he has called the Executive Director "stupid" and has collaborated with a huge multi-national company in the area to stifle debate about the company's policies. Mel, in fact, encouraged a company official to hire the station manager as an independent contractor ostensibly to squash criticism and debate about the corporations effect on the local environment. He ridicules anyone seen as beneath him (that'd be just about everyone) and has never uttered a single positive comment about station management or the non-profit's numerous success. Attendance is also an issue with this individual. He has never failed to show up for a meeting and his perfect attendance record all but ensures debate, will be stifled, new ideas mocked and a free exchange of information and ideas minimized. He monopolizes the meetings with his gruff, pirate growl and intimidation tactics. He knows nothing about technology and never will because he's simply not interested in production. Mel has never volunteered to help create a program at our station. He has an elitist disdain for grass roots media even though our station is productive and generally held in high regard. Mel frequently drops by the station without making an appointment and has been distracting and rude to the director on numerous occasions. Three years ago, he was removed from the treasurer's position for insubordination... but remains on the stations board of directors where he continues to rail against even common sense spending. After he was removed as treasurer, the director cancelled the stations Sams Club card and discovered Mel was using the card to purchase cheap gas. He insists on an annual audit and, no surprise, the contract for our yearly audits went went for many years to a personal friend of his from a neighboring state. Nobody wants to confront him because he's crazy, mean and volatile. Back in 2006, he was recalled as the towns selectman. And the current selectman ignore requests to replace him because they, too, are corrupt, small town politicians indifferent to our mission and beholden to corporate interests. Other board members have complained about his rudeness and arrogance but we can't seem to agree about what to do about him. "Oh, that's just Mel" is one common refrain I hear. But it's actually much more of a problem than that. Organizations require fresh new ideas and positive energy to grow and prosper. Mel throws an icy cold chill over our board. I hate attending meetings because any time spent with this obnoxious, boorish egocentric bully is an endurance test. He seems to stay on the board simply to antagonize. What a pitiful way to spend your senior years. And, in the end, so pointlessly detrimental to our organization.

    1. Wow, we have a board president that must be the identical twin of your director. I, too, would like to know how to get rid of this narcissistic bully who has held the president's position for 15 years.

  10. I went to the selectmen who appointed him and to my great relief, they finally agreed to remove him. But they had to have feedback from our auditor and two other board members before they'd move forward with his ouster. Now we have to work on the "chairman" that never chairs because he never shows up. I like Bunnie's suggestion that missing two consecutive board meetings should be considered grounds for removal.

  11. This is a great topic… and ideally these suggestions sound great except when there is a sort of "good old boy/girl" network of over involved board bullies who encourage each others' bad behavior - calling staff unprofessional because when the board questions something the staff tries to explain and doesn't simply say "you are right & I am wrong". When those same individuals promote using program practices contrary to the mission hoping for splashy results that they can bang their chests over, it undermines the true mission of the organization. There is no self-governance of the group because the powerful few ride roughshod over the rest. It is a dilemma I am dealing with now. I spend more time trying to appease the board than I do focusing on our mission. While the theory of how boards are supposed to work and self-govern are good, I'd love to hear examples of other nonprofits that resolved problems like these. Thanks for starting the conversation, Bunnie.

  12. Following up on my chest thumping problem board member... it went from okay he's gone to oh no, he's back. He bullied the local good ole boy selectmen into keeping him on our board even though he's never shown the slightest interest in our mission. The selectmen reneged on their pledge to remove him and sent me an e mail berating me for trying to "get rid of one of my bosses." And then this crazed board member came into the station triumphantly waving around this email, bragged about his MBA earned 40-50 years ago and then proceeded to poke me in the chest in the midst of a heated argument that ensued. So after years of empty posturing, abrasive, rude, abusive , boorish behavior and condescension, I finally had the legal justification to oust this menace. Basically, he had to assault me (the Station Manager) before the selectmen took serious action and removed him. But they still insist I have no right to affect change on the board because "I work for the board and you can't fire the boss". I'd prefer to believe we work together as a tea, but our by-laws say otherwise. But the by-laws don't say you have to surrender your 1st Amendment right to speak out and speak I did. And I encourage anyone with a similarly dangerous board member to do the same. This highly toxic individual will run roughshod over our board no more but it was a protracted and enormously stressful ordeal. In retrospect, this goon actually believed he was the de facto manager of our station presumably because he was one of the original founders. I've had to remove his name from several accounts since his ouster. For years, he was like an octopus sucking the life out of every aspect of our struggling organization. We are all relieved he's gone and our first meeting without him was relaxed, productive and mission focused.

  13. What happens when the Board President is allowed to usurp all authority over budget, operations and board decisions, with no push back from other board members? Who has the authority to dissolve the board and create a new one from scratch? Where does that process start?

  14. I was asked to join a board only to learn that there don't appear to be any written policies, job descriptions or any form of governance policies and procedures. Individuals on the board take actions without the board's authorization, and no one corrects this behavior.

    It gets worse. The board chairperson can't be bothered to learn the board members' names, and has introduced people incorrectly at the AGM. Hmmm, an AGM without governance procedures.

    Then there's the smaller things, like the board chair not having a grasp of what other board members do. The chair announced at the end of one meeting that a person on the board had been taking minutes. Oops, that person was not the secretary, and had not been asked or told to take minutes. Maybe this goes back to not knowing board members' names and roles. The chair then aggravated the situation by sending people to the non-secretary with various questions about the minutes. Those people then got angry at the non-secretary for not taking minutes.

    Then there's the situation when the chair introduced someone for a presentation. The person wasn't present, which is a good thing, because the person had no idea they were giving a presentation (because they hadn't been asked).

    There is no training for board members, and without job descriptions and boundaries, and people being expected to do other people's jobs without being told, this causes animosity with the staff of the organization.

    And finally, you guessed it, there are the myriad problems that arise from poor communication. Let's include micromanagement here. When a chair doesn't know who is who and who does what, it's easy to get confused. So then the chair starts micromanaging. Staff must cc all emails to the chair. In their hurry to run everything past the chair of the board, they forget to actually tell the person who is responsible for getting the work done. So now the chair knows all, but the person who is supposed to do the job doesn't get notified, which leads to last-minute crises when everyone realizes nothing has been done. The finger of blame then gets pointed at the board member who was left out of the loop entirely. Need I say that this creates animosity in the organization?

    I will refrain from saying too much about the romantic entanglements of board members' offspring. The chair has an indefinite term at the helm, and announced a further five years in charge. There are no rules, remember? I will not go further into personnel matters that are discussed outside the board, and contain false information -- and the chair is involved in doing this.

    The people for whom this organization exists state in public that the board is elitist and not representative of the members. There is no diversity on the board, but the membership runs the gamut on the socioeconomic and ethnic scale.

    Etc. So you see, sometimes the person at the helm is the problem, and this filters down. Top down, not bottom up.

  15. When I was hired 5 out of the 9 board members were new. The problem was not that they were novices, but that these 5 new board members all applied for my CEO position. Instead of sending these folks a "rejection" letter they invited them on my board. 6 years later they still remain.

    I have tried everything to create a relationship and get the respect of these 5 board members. They are micro managers that bring their own agenda's and critique mine constantly. None have helped with fundraising and each donate less than $100/year.

    My board is filled with bullies. They meet without me and impose operational directions - calling it their Executive Committee responsibility. They do not consider my thoughts and do not want too see through the unique lens I have to implement real solutions.

    I put up with this because the mission is right but feel battered and tired with my confidence stolen.

  16. "Ryan" was one of the founders of our non-profit television station when it was formed in the late 1990's. He's very tech savvy and I believe he is an engineer who manages complex, multi camera sporting events, among other assignments. He's generally nice but his attendance record is abysmal... he's nearly always absent. But when he does show up for a meeting, he's negative, indifferent to our successes and sharply critical of the station Director. That'd be me by the way. I've asked his select board to remove him for absenteeism but from what I can tell, appointments are made for life, regardless of board member performance. He contributes nothing but expects everything. I find myself treating board membership as some kind of chess game - and I will likely push to have his role marginalized by encouraging a much friendlier, productive person to join our board, relegating this arrogant, self righteous laggard to alternate status.

  17. And then there are the situations, where you end up with a majority that all have been nominated by a board member with an agenda - so now that agenda has a voting majority on the board.

    Our bylaws allow for 15 board members. It's a problem. Plus, when the "bad" board member nominated new board members, they ended up getting voted in, along with their spouses. It's important to also have in your bylaws that members who co-habitate can't both be on the board at the same time.

    IRS rules really frown on it, so it's easy to justify. We are hoping to implement better bylaws with specific rules, and also put in that no board members can be co-habitating with any other board member.

    People just don't govern well in groups, unfortunately. Sounds good in theory, but really, it's better to just have a director/leader, that you can fire.

    I think what happens is, people just give up trying to change things for the better and just go away. There is no incentive to stay and duke it out, if they're non-compensated volunteers.

    Then, what's left? Ego-centric bullies.

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  19. We have board members that often get intoxicated on the premises and are downright rude to permanent staff. There is no formal policies and procedures for board members. They also send inappropriate emails with no fact checking to management. Falls over when under the influence.

  20. I have Mel's triplet on my board. I did a refresher course on board policies and procedures and he threw them on the table and went on
    a tirade. He said it was a bunch of "shit" and he was not going to put up with me treating him like a "damn teenager."

    I have been exec for my non-profit for 24 years, and went up the ranks for the position. It has been a very large part of my life. I've had cancer and am getting ready for a medical retirement. I hate to leave the organization with such a vile, volatile director on our board.