When Boards go Rogue
Recently, I had a lovely opportunity to present to the Sands Anderson and Atlantic Union – Captain’s Table series for CEOS in the Richmond area. When we dreamed this up a few months ago, the topic we landed on – was What To Do When Boards Go Rogue. Unfortunately, we have some insights from our clients but also some ideas for prevention and intervention.
The divide between board, staff, and leadership is always a line of power. Part of the very strange system we all work under and agreed to in exchange for tax deductions. This system is ripe for painful change.
Change Observations - Below is a list of things we are seeing and hearing
Divisive Concepts and DEIJ in 2023 - this remains a tough space for organizations when one group (board or staff) is in a different place on their journey than the other (board or staff)
Hybrid Work - A super hot topic among most leaders I talk to - the urge to open the office and have everyone come back, bumping up against a whole host of folks who wonder, why? If it can be done while at home which allows more personal space, why can’t we just keep going?
Failures to Adapt - The world is changing in so many ways. Our clients and customers have changed, and so have their needs. A change-adverse organization is going to struggle here.
Generational Tensions - This has been studied and reported on, but the value sets of each of the generations are occasionally at odds - currently, there is significant tension between Millenials (42 to 27) and Baby Boomers (77 - 59). Which is playing out in some of the issues above.
Ripe for Rogue
In moments of stress, differences can become problems. Three types of boards are ripe for going rogue.
The Complacent Board - aka Quiet Rubber Stampers
Ripe for a loud voice that takes over
Stable in periods of stability, at risk in periods of adaptation and change
Unprepared for crises or complicated situations
The Micro Managers - Too Many Cooks in the Kitchen
Governance - or a misunderstanding of roles and responsibilities
Snap-back - pulling back power from staff as a response to previous crisis
Gap-filling - in response to actual or perceived weak leadership
The Backlash Board
I wrote about this extensively a few months ago. In the summer of 2020, many companies, organizations, and individuals amplified their anti-racism statements. Diversity, Equity, and Inclusion (DEI) became a popular conversation and now many of them are moving backward. This is a board ripe for a fight with staff who may be further along in their own anti-racism journey.
An Ounce of Prevention
You probably don’t want to hear this but preventing a board from going rogue is easier than getting it back under control. First, it’s important to have clear plans including strategic plans and annual plans as well as agendas that are based on those plans. This keeps everyone aligned and in sync. Second, provide solid board education and orientation - don’t skimp on bringing new board members up to speed when they come in. Remember, they can immediately make legal decisions on behalf of your organization! Third, make sure there is a Governance Committee - a real one that operates year-round and recruits and onboards board members and conducts annual self-assessments of board members. Think of it like a physical from your doctor. Last and absolutely essential is for the Executive Director and the Board President to have regular meetings - even just quick ones to keep each other in the loop. I suggest standing bi-weekly or monthly meetings.
So you have a Rogue Board - what now?
Take a Breath and Give it a Pause
Take a deep breath and send it to a Committee - this is useful to slow down a process.
Avoid rash decisions in board meetings - give it space and allow deep inquiry in a smaller setting with more time.
Introduce Conflict Resolution Techniques - “I feel” statements are great here!
Bring in Help
Outsiders don’t take sides, sometimes having another person who is disconnected in the mix can calm tempers. Whether this is a paid consultant or an ED or Board President from another organization - they can help groups see the forest for the trees.
Anonymous board surveys let sensitive matters come to light. There is no fear of retribution or side-taking. Just allowing people to voice concerns anonymously can help pinpoint a problem.
What to do About Bully Board Members
Use clear and concise consent agendas
Develop and adopt a Code of Conduct for interactions (super helpful for youth-serving organizations or those working with marginalized populations)
Call it out privately and document the interaction. Your bylaws allow for space to relieve board members of their duties and sometimes that is the right answer
Your ToolKit
This is your must-have list of items to treat and prevent Rogue Boards
Code of Conduct
Group Agreements on sharing and speaking
Your Bylaws - They have all the power you need, you just need to be brave enough to use them.
Good Governance - Clear delineation of roles and responsibilities can prevent most mishaps.