Discipline of board members

Every once in a while, even the behavior of the most well-intentioned board members can become problematic. This can create immense stress in the boardroom and may present unique challenges to senior leadership.  Let me illustrate:

  • Going outside the boardroom to interact directly with a staff member who is under the supervision of the Executive Director
  • Sharing information from confidential executive sessions in the public domain
  • Opposing management initiatives with little reflected-upon rationale
  • Consistently failing to prepare for meetings
  • Behaving in ways that are egotistical and off-putting to other board members
  • Failing to declare a conflict of interest

Clearly some of these behaviors are more substantive than others. Some have legal consequences. All are problematic. In the face of such challenges, what should a board do?

Many boards hope the problem goes away with time. Some boards hope that the executive staff will solve the problem. Both solutions are flawed. Only a well-muscled board with good policies, some backbone, and corporate discipline can successfully address these.

I offer four suggestions for developing this kind of strength:

  1. Develop a good set of governance policies which include a board member job description, code of conduct, and conflict of interest disclosure. This gives all board members a base line of commitments for which all members are accountable.
  2. Orient new board member rigorously to these expectations.
  3. Periodically assess the board’s behavior corporately in relationship to policy commitments.
  4. Expect that the board chair model the desired behaviors and is ready to challenge directly (in private) problematic behavior.

Note: It is usually helpful for the chair to involve one other board officer in this sensitive conversation.

Generally, direct communication rectifies the problem. The board member either conforms to group expectations or he/she resigns.

What challenges have you addressed and how have you managed them?

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This entry was posted in Board Chairs, Board of Directors, Boards, Bylaws, Culture, Executive Sessions, Governance, Non-profit. Bookmark the permalink.

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