Q&A #3: Issues with Nonprofit Board Members - What to do About ROGUE Board Members

Today’s Topic: How to deal with ROGUE board members!

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0:00 Introduction
0:33 Question #1
1:44 Can a Board be Sued?
3:09 Can a Board Member be Removed?
4:04 General Takeaways
5:07 Conclusion

[FoundationGroup]

GOT A QUESTION?! Let us know in the comments. Your question could be answered in the next installment of Q&A with Greg.

[MauriceRivers]

Research shows that term limits are common among nonprofit boards. In 2021, BoardSource12 reported that 54% of nonprofit boards of directors have term limits, and provided sound reasons for boards to set such limits. Term limits provide numerous benefits, including:

Making it easier to diversify a board, which can bring new ideas and new perspectives to the board and its decision-making process.

Enabling a board to avoid stagnation, fatigue, boredom, and loss of commitment that can set in when board members serve for a long duration.

Enabling a board to avoid the concentration of power in a subset of board members and the intimidation of new members by this dominant group.

Raising awareness of and providing opportunities to change and improve a board’s group dynamics.

Providing a respectful and efficient mechanism for passive, ineffective, or troublesome members to leave a board.

Enlarging a board’s circle of committed supporters as members leave the board over time.

Enabling a board to easily adjust its membership to reflect the changing needs of the organization the board oversees.

[vanmalaphongsavan]

, Excellent Issues with Nonprofit Board Members experties, Misboard management is need to learned about it

[MauriceRivers]

Board members are there to help with pushing the mission of the organization forward and/or contribute financially. They should be at the forefront to bring ideas, and networks that will help to push the organization forward: that is what you call a "working board".

Although they are not employees, they have duties that must be fulfilled. They also assist in advising the Executive Director on areas where the organization can grow and develop. You should not put people on your board who :

- Do not contribute financially
- Do not assist with efforts for fundraising
- Do not attend or support your events
- Are belligerent, rude and combative to staff and other board members
- Are not involved in the advancement and development of the organization
- Are not receptive to new & current ideas, methods or technology that can save the organization time
- Do not assist in growing a network that will assist with advancing the development of the organization
- Have been on the board for 8+ years and complain without offering solutions (dead weight)


That is the job and duty of board members.

[limolnar]

Just got out of a situation with a rogue/toxic board member who put their ego before the needs of the organization. How do we handle that when the Chair is not strong nor assertive and said Board member is undermining all 'rivals'?

[aleckman]

Hi Greg,
First of all I have to apologize because this is going to be so long. It’s just that I’m at a total loss on what to do here. “HELP”!
I’m Vice Chair of a church camp board. We were searching for a new camp manager, and put together a search committee. However, the Chairman of the board got an application from a person that was well suited for the position, but it didn’t go through the search committee. The committee then brought a person that they felt was better suited for the position to the Executive Board. Here’s where things get sticky.
The first man had already been put in place as an interim manager and everyone got to know him and like him. Also, one of the search committee team members was also on the Executive board. (This I felt was a conflict of interest). I felt this was wrong because she had to vote twice. The search committee had to have a 75% yes vote to bring it to the Executive Board, and the Full Board only needed 75% yes to hire him. The problem is that (the Executive Board must have 100% yes to even take it to the full board).
This is where the problem got worse. The Executive Board interviewed the man from the search committee and weren’t on the same page, so there wasn’t a 100% yes vote which stopped everything in its tracks. The search committees man then stepped out of the running and we have nothing in the bylaws that addresses what to do if that happens.
Now many people want to just hire the interim man for the position, and others feel we need to go back and start all over again. Since I’m the one that handles the bylaws it’s my responsibility to come up with a solution. Even if we start over again the 100% Executive Board vote is going to put us right back in the same situation if someone wants to be spiteful. In my opinion the Executive Board should not have to have a 100% vote because it’s the full board that makes the decisions.
Thank you!

[vanessaroberts]

We are having problems with our board, we’re a c4.

[billtaylor]

Regarding rouge board members related to our Bylaw’s Conflict of Interest Policy - It has a section sub-heading of “Violations of Conflicts of Interest” where possible “disciplinary and corrective action” can be taken against a fellow board member for these violations. 1) What disciplinary or corrective actions could be imposed? 2) Since our Bylaws require unanimous vote to remove, this “disciplinary or corrective action” appears to be a majority vote approval only. Please help.

[CarlosRodri]

I got a question, we put a motion and we vote to decide if the 2 nominees will take a full term or to finish the 1 year term of someone that resigned, the motion was that the president will talk to both candidates to decide if they want to get the 3 years or finish the 1 year. and we vote and that was the agreement. The president without talking to one of them made his own decision to give the 3 years term to his brother-in-law. Does the president have the authority to make that decision?

[billtaylor]

If a 4 member board has a situation where 2 of the members need to be recused because of a Conflict of Interest, can the remaining 2 members take up the issue and vote on it, with out violating a quorum responsibility?