Editor’s Note: This is the first article of a two-part series. Click here to read the second article, Dealing with difficult executive directors: Tips for boards.

To paraphrase Tolstoy’s famous quote about families: all happy boards are alike; each unhappy board is unhappy in its own way.

Boards of directors, by law, hold nonprofits accountable to the broader community through what are broadly described as “duties of loyalty and care”. While boards of directors do vital work (hiring executive directors, holding fiduciary responsibility, setting strategic direction for the organization, etc.), not all boards function smoothly. There is often a degree of dissonance between the vital role of boards of directors and their actual practice.

A recent article in NonProfit Quarterly described it this way: “On the one hand, boards are touted as a decisive force for ensuring the accountability of nonprofit organizations. On the other hand, the board is widely regarded as a problematic institution…underperforming boards are the norm, not the exception.” The same article likened boards of directors to monarchy in a modern, democratically governed state, contrasting their important work with the fact that much of their value comes simply by existing. The role of boards is also a changing one, having moved from a more operational role in the past to one that increasingly focuses on the responsibility for the organization’s policies and strategy.

While boards can offer a variety of challenges to an organization’s staff, one key problematic area is the relationship with the executive director. In this first of two articles looking at the relationship between an executive director and the board (and even more specfically, the board chair), we want to examine how boards of directors and chairs can sometimes frustrate the effective governance of organizations, and how to address these challenges in a way that benefits both the organization and those it serves.

What do problems look like?

While governance models make it clear that boards of directors hold the power within nonprofit organizations, struggles for power and authority often emerge because, as a paper issued by US-based Governance Matters for Nonprofits observes, “There are no firm guidelines about where board oversight leaves off and executive management begins.” Executive directors may find themselves saying variations of the following, quoted from the above mentioned paper:

• The board questions everything I do.
• I can’t even order stationery without the board wanting to get involved.
• I don’t want the board breathing down my neck when things are so tough right now
• The board chair doesn’t recognize my authority.
• The board doesn’t trust me.
• If the board chair doesn’t stop sending me those nasty emails I swear I’m going to quit!

How people usually deal with bad boards

Governance consultant and author of The Guide to Positive Staff-Board relations for Directors of Nonprofit Organizations, Sandi Humphrey, says, “It’s very difficult for chief staff officers to walk into the board meeting and tell them they are doing a lousy job.” Lianne Picot, executive director of the Peel Leadership Centre, agrees. “Because of the power dynamic, executive directors have to be very careful about wading into a dysfunctional board, because often it’s the messenger who gets shot.”

Instead, as Jane Garthson, president of the Garthson Leadership Centre says, “Executive directors end up quietly commiserating with one another.” She adds, “They have to be positive with their staff so they find formal or informal peer groups of other leaders who understand the challenge.”

Humphrey agrees. “Often, if someone has difficulties with a dysfunctional board, they simply try to manage their way through it.” If the board isn’t doing their job, Humphrey often sees executive directors take on the board’s job, making their own strategic decisions. This can have its own challenges if a more effective or experienced board member joins the board and perceives the executive director as holding too much power and responsibility.

Executive directors with difficult boards also live with personal and vocational strain. “Often, executive directors find their quality of life and health is impacted by the stress of a difficult board,” says Picot. “If they can find a position at another organization, they often leave, but even those who don’t have somewhere else to go sometimes quit when they become too frustrated by the experience. It’s a shame to see good leaders leaving because their energy has been drained by politics and power issues and being unable to lead the organization in the best possible way – because this loss is preventable.”

Figure out what’s really going on

The first step to preventing this conflict and potential turnover is to truly understand the challenge itself. Facilitation consultant Rebecca Sutherns says, “Many boards operate dysfunctionally without understanding why or even realizing it. Coming to agreement on what a conflict is about is like untangling a ball of yarn. The first step is to help people find the knots and to realize which ones would be most useful to deal with first.” Anyone — executive director, board chair or board member — who perceives a problem with a board needs to consider whether the root issue is a single person or the entire group, and whether it is based on leadership or interpersonal conflict. Resources can easily be accessed to see frequent ways boards go wrong.

A group of researchers and consultants recently took a fresh look at the challenges of improving nonprofit boards. They determined the three most prevalent board performance problems: dysfunctional group dynamics; disengaged board members; and, most importantly, uncertainty among board members about their roles and responsibilities.

Relational Challenges

As Picot reminds us, “We’re all human and we all bring baggage that has nothing to do with our roles and responsibilities. It’s often this human side that derails governance.” Garthson adds that the relationship between the executive director and the board (and particularly the board chair) is worth investing in because it is a major relationship with significant implications for the organization.

While it’s easy to jump to matters of policy and role definition, Garthson believes it’s important for people involved in a governance conflict to start by remembering that everyone involved is a real person. “People seem like jerks often because we don’t know their stories. We don’t understand why they object to something we see as reasonable.” Too often, Garthson says, we jump straight into business matters without taking the valuable time to build the relationship. She suggests asking questions to understand the other person’s point of view in a potential conflict: “Tell me how you reached that opinion. Give me some background – I sense you have some experience with this.” Inquiry can also be a useful skill in understanding how a person’s current life situation may impact their ability to function in this relationship: “What’s happening in your life these days — you seem impatient?”

Garthson also suggests an executive director step back and consider why they are reacting the way they are to the board chair, what in their own history might make them respond as they are. While this approach involves an investment of time up front, it is usually one that pays dividends of smooth operation later on.

Sometimes, it is useful to bring in an external third party to facilitate this kind of conversation. This can be, as Picot suggests, a consultant who knows how to read a room, understands group dynamics and can facilitate conversations that bring the group back to functionality.

Disengaged Board Members

The study of boards mentioned above found another major issue involved disengaged board members, directors who don’t particularly know what is going on in their organization and don’t necessarily care to find out. This strongly relates to how boards are recruited and onboarded, says Garthson. “Every board member from hell got recruited by someone who thought they would be good – so how did they become the board member from hell? In many cases, you have to go back to their orientation: they don’t understand their role or it may have been explained wrongly (or wrongly from the ED’s perspective).” She adds, “It also has to do with board recruitment. It doesn’t matter if people have joined the board to pad their resume or for other less desirable reasons. You don’t have to be a saint to serve your community. The question is why this board? There needs to be a match in terms of passion for a board member to serve effectively.”

Lack of Clarity

Nineteen of twenty-eight governance consultants asked about their recent work with troubled boards characterized their client’s problem as ignorance or confusion about roles and responsibilities. Humphrey agrees, saying, “99% of problems between boards and EDs come because there is no understanding of expectations in terms of strategic planning and no established policy in terms of roles.”

Again this can take a variety of forms, from boards meddling in operational matters to boards that fail to set strategic priorities. The BoardSource study observes that, “the rise of professional management, rather than a sudden decline in trustee knowledge and intelligence, may best explain why board members have become increasingly uncertain about their roles.” For many board members, it can be challenging to determine the line between strategy and administration, governance and management.

For Sutherns, “A board that establishes a clear, aspirational governance model accompanied by clear roles and responsibilities decreases the likelihood of conflict with management.” She also advises making an obvious channel for conflict resolution.

When the board chair is the problem

Sometimes the underlying problem is actually the board chair, which presents a particular challenge because the chair’s chief role is the smooth running of the board of directors and the relationship with the executive director.

An executive director can’t manage the board chair, says Sutherns, but can talk with other board members (particularly a governance committee) about what is going on. Picot reminds board members that often boards put too much responsibility on a chair and that “other members have just as much responsibility to make sure the organization is functioning effectively.”

Garthson acknowledges that this situation often leads to staff or board members voting with their feet. “It usually takes a champion on the board willing to see what support there is for a change in chair.” She also says that a governance or board development committee may have the legitimacy to directly address concerns with the board chair, although she suggests doing so privately and offering the chair suggestions for training or other assistance to improve.

A chair may sometimes be aware that they are the problem but not be aware of how they can fix the situation. To this, Garthson suggests the board can use self-assessment as a way of determining challenges and solutions. This can also be a place for bringing in a consultant who can help clarify the situation or coach a chair in developing stronger skills.

What can executive directors do differently?

• Remember that handling a difficult board member is the chair’s job, says Garthson. Bring specific concerns to chair and strategize together.
• Sit down with board and explain any lack of clarity about expectations. Ask the board to clarify roles and set strategic priorities and governance policies, says Humphrey.
• Ask the board about strategic priorities before you begin your role so that you know whether your competencies and skills are the right ones for the job at this time. A lack of answer, says Humphrey, is telling.
• Provide a wish list. Humphrey was ready to leave an ED job after six months when the board chair asked her to provide a Top 10 list of things she would change. The chair was responsive — nine out of the 10 actually happened during her 12 years at the organization.
• Arm board allies with good governance resources so they can see where the board is dysfunctional, says Humphrey.
• Pull out policies as a framework for behaviour when a board member oversteps their boundaries. “Without that framework,” says Humphrey, “people make assumptions, resources are wasted, there’s no accountability, everything becomes a muddle and gifted, talented people waste their time.”

What can boards of directors do differently?

• Create space for problems to be talked about, says Sutherns. Ask for concerns to be put on the agenda, ask to invite someone with mediation skills to attend board meeting, etc.
• Feign ignorance if necessary. Sutherns suggests asking questions to understand governance policy as well as board and chair responsibilities.
• Sutherns also advises boards to share collective responsibility and have the courage to ask questions about what the board needs and who is best to provide that leadership.
• Develop and use comprehensive human resources practices in board recruitment, says Picot.
• Invite board members who have sat on other boards so that they can provide exposure to how other boards operate.
• Set board and chair job descriptions, terms and succession plans.
• Use “down time” as an opportunity for learning, whether about constituencies, issues or governance best practices.
• Board chairs need to develop strong facilitation skills, emphasizes Sutherns.
• Use executive sessions to discuss problem board members or conflicts.
• As a board, determine clear expectations for behaviours and values.
• Use self-evaluation and self-reflection to determine how the board is doing. Picot recommends collecting stories from board members, such as asking them how they feel they have helped or how they have wanted to help but been unable.
• Bring in a third-party where necessary — or recognize that funders may ultimately step in to hold boards accountable for their dysfunction.

Group dynamics and interpersonal relationships can go wrong in any sector or situation. “In a for-profit company, you see this in the numbers,” says Picot. “In our sector, the people we serve can’t always leave, but they experience the effects of dysfunctional boards just the same. As a sector, we need to become better at dealing with conflict for the sake of the people and causes we serve.”

Susan Fish is a writer/editor at Storywell, a company that helps individuals and organizations tell their story well. She has written for the nonprofit sector for almost two decades and loves a good story.

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