Preventing Dysfunctional Boards of Directors

1-business-woman-making-presentation-to-board-memberIt’s no secret that generational and cultural differences in the workplace have reduced clarity regarding norms of professional behavior, leading to conflict and disagreements about what behavior is acceptable and what’s not. What is less well known, however, are that the same dynamics also affect boards of directors as well — corporate boards, non-profit boards and also public sector boards. In short, there is increasing confusion and ambiguity about the role that boards, board chairs and board members should play and how they should behave.

From my experience of sitting on boards, working with clients who report to boards and clients who are boards, it has become evident to me that many incoming board members are often not informed of the board’s bylaws and other operating procedures. Part of the challenge may be due to the formal and legalistic terminology of bylaws that is rarely translated into a more accessible and understandable form. To make matters worse, bylaws do spell out the roles a board, its chair and its members are expected to assume, how decisions are made, etc., but only rarely do they set expectations for the professional conduct of board members.

In this ambiguous normative vacuum, some boards and board members will inevitably ignore the implicit roles and norms or reinvent them in ways completely divorced from the intent of the board’s bylaws. They may also engage in unethical and unprofessional behavior. This behavior is manifested most frequently when these boards interfere inappropriately with the management and personnel of the organization they oversee, as in these actual examples (slightly edited to obscure identities):

  • The executive director of a non-profit arrives at work on repeated occasions to find her board chair sitting at her desk, seemingly unaware of the inappropriateness of his behavior (he is clearly acting out his desire to usurp her job).
  • An overbearing, micromanaging board diminishes the effectiveness of a company’s CEO and senior management team with excessive board communications and conflicting demands for detailed information from multiple board members.
  • After providing positive annual evaluations of its executive director for five years, a board issues a very negative personnel review of its executive director, quickly fires her, hires an interim executive director for six months, and then installs the board chair in the executive director position (a couple months before the negative review, the board chair had lost his day job due to an alienating management style and clearly manipulated the situation to obtain executive director’s job).
  • A non-profit board hires its first full-time employee, but instead of designating a person such as the board chair to serve as his or her supervisor; this ambiguity results in several of board members communicating with the new employee, creating conflicting job and performance expectations for the new employee, a great hire who leaves the position after a few months and much acrimony.
  • A municipal planning board neglects its responsibilities to the city to review development proposals from others and concentrates instead on planning development initiatives in which board members have clear conflicts of interest.

Whenever there is continuing conflict between a board and the organization’s leadership, it is an axiom for organizational practitioners that the conflict is usually rooted in inadequate agreements between the parties involved. In these under-defined situations, it is all too easy for new, dominant and assertive board members to quickly rise to become executive committee members or the board chair and exhibit behavior that is contrary to the existing but implicit norms regarding what is done and how.

Whether you are a CEO or executive director reporting to a board, a board chair or member of the board, there are several proactive steps you can take to reduce the chance of encountering a rogue board, board chairs and board members:

  • Assume that most new board members do not know what being a board member entails or what the actual responsibilities of the board are (most don’t).
  • Make sure the bylaws governing the board and other material describing the board’s responsibilities are made available to all members and prospective members in particular; if the bylaws are difficult to understand, revise them using more straightforward language.
  • If the board makes most decisions by informal consensus, but uses formal votes spelled out in the bylaws as a backup when consensus can’t be reached, make sure this arrangement is made explicit to all board members and consider amending the bylaws to incorporate this feature.
  • Materials provided to each board member need to clearly spell out the responsibilities of the board, its committees and members and how decisions are made and by whom; the best boards and their committees are led by board chairs and executive committee members who deliberately model values of transparency and clarity, assuring that board members and committees know well in advance what they are expected to accomplish and by when.
  • Insist that the board develops explicit engagement agreements that spell out how board members will behave with each other and with the management and employees of the organization the board oversees; effective boards usually develop and revisit these agreements at annual board retreats and discuss the engagement agreements with any prospective board members.
  • Vet all prospective board members as carefully as if you were hiring the person; unfortunately, non-profit and municipal boards are often so desperate for members that they skip this critical step.
  • Create explicit job descriptions for board members, committees, committee chairs and the board chair and amend the bylaws to include them.
  • Insure that there is an annual opportunity, perhaps at a retreat, for the board to review its own performance in terms of what was done well and areas of needed improvement regarding its tasks and conduct; also keep track of what skill areas need strengthening among board members.
  • Actively recruit board members who can bring needed skills to the board, including facilitation, conflict resolution and board development skills.

All of these same steps can also be taken when rebuilding a dysfunctional board, but it’s so much easier and productive to do it right from the start.