Robert C. Harris
The reputation of an organization can be tarnished by a director who acts without authority or in defiance. A person who openly criticizes the leadership or complicates with staff relations is a perfect example.
Most boards simply tolerate the behavior — few remove or censure a volunteer. Because boards are composed of peers, cordiality often supersedes conflict resolution. Further, there is seldom a consequence for bad behavior set in the bylaws or policies. A discussion of the problem, remedies and a private meeting with the offender is the frequent process.
The bylaws may call for the resignation of a director missing two or more unexcused meetings, but even this is overlooked for fear that a replacement will not be found or an awkward situation will occur.
Grievances
When a director accepts a board seat, he/she agrees to advance the mission, protect the assets and fulfill a fiduciary role, framed by the duties of care, loyalty and obedience.
Infractions take many forms, and they may not be problematic until there are leaks, resignations or political damage.
Abuse of power
Disrespect for others, including staff
Divulgence of confidential information
Desire for personal gain; conflict of interest
Speaking without authority
Missed meetings
Ignoring commitments or assignments
Lack of leadership
Misuse of resources or position
Illegal or inappropriate behavior
Remedies
Good governance begins with the nominating committee communicating expectations. A thorough orientation and access to the governing documents follows. Access to legal counsel and CPA bolsters board understanding.
The board should know its options when bad behavior arises. Solutions are guided by the bylaws, policies and corporate law. They range from ignoring the conduct (at the risk of harming board performance and organizational outcomes) to removal of a director.
Ignore the problem: The directors may ignore the problem in hopes it will self-remedy or the board can work around it.
Discussion: The board recognizes a problem and discusses an approach. The volunteer may not have been aware of the issue. Maybe he/she would be better suited in a different volunteer role. It is the responsibility of the board, not the staff, to resolve behavioral issues.
Vote of no confidence: Seldom do bylaws address a vote of no confidence, though it is an option. By a motion, the problem could be identified, discussed and agreement reached that confidence has been lost in an individual or committee. A vote of no confidence is largely symbolic.
Censure: This is defined as the act of sternly reprimanding, documented in writing. Censure is generally used by governmental bodies to express severe disapproval, followed by an action such as removal.
Resignation: The board may seek a director’s resignation because it believes the person cannot continue to serve effectively in that capacity.
Summary
Trustees of the corporation are expected to fulfill their duties. If governing documents and responsibilities are understood, there should be no problems. If bad behavior arises, it may give the board opportunity for an evaluation of its own guidelines and performance.
Wrongful actions of the board could be cause for a legal claim of defamation for injuring one’s reputation, or a case for antitrust. Be sure removal from the board does not deny access to membership benefits. Rely on legal counsel in carrying out remedies.
