Author: Heather

We’ve all been on boards where a colleague does something that is at best not helpful and at worst damaging to board relationships. Sometimes it’s the worst-case scenario: the colleague’s action damages the organization’s mission. These serious events can be ethical or moral problems, including those with legal implications. Lesser events may not be ethically or morally sticky, but they can be connected to one or more conflicts of interest. Here are a few examples:

• Maneuvering behind the scenes
• Related entities serving on the same board
• Interfering with the executive director’s (ED’s) management of staff or volunteers
• Politics and more politics
• Complacency
• Accepting compensation beyond reimbursement

Given that some of these may not be obvious conflicts of interest, let’s take a closer look.

MANEUVERING BEHIND THE SCENES

This can be a familiar scenario: one or more board members is focused on re-election or re-appointment, or perhaps on maintaining a power base, and she presents every statement, every motion, every action as part of the chess game.

It’s related to POLITICS AND MORE POLITICS. It’s exhausting, and it wastes the board’s time by taking up everyone’s head space.

No one works well under grandmaster-level scrutiny. No one can forge genuine bonds with colleagues when words and actions are being weighed against machinations. It breeds distrust and suspicion. And that’s part of the motive: in this environment, colleagues can’t mount opposition to the board member who’s running the chess game.

It leads to an atmosphere of stasis and uncertainty, and it blocks real engagement with the organization’s mission.

How is this a conflict of interest? It conflicts with the Duty of Loyalty: the problematic board member is not putting the organization’s interest above his own. Instead, he’s interested only in number one.

RELATED ENTITES SERVING ON THE SAME BOARD

Smaller organizations, and if an organization has chapters, those chapters, may find themselves facing this problem. Initially out of necessity—for example, there weren’t enough chapter volunteers to go around—a unit of business partners, spouses, or relatives serving on the same board turns into a political entity. They become a block of votes, a united voice, a force in themselves. And when there’s division within the political entity, the division is just about guaranteed to appear within the board.

It’s a result of poor volunteer recruitment and retention strategies.

It can also be a result of gatekeeping, that is, the fear of having new people show up with new ideas. This fear reinforces poor volunteer recruitment and retention efforts. If those pesky new people don’t show up in the first place, there won’t be any new challenges to how things have always been done.

It’s also a consequence of a board that doesn’t know how to fire or otherwise un-appoint its problematic members.

In some instances, it breaches IRS regulations concerning related entities, such as those serving on 501(c)(3) boards.

And ultimately, it’s related to COMPLACENCY.

How is this a conflict of interest? It happens in a couple of ways. One, it undermines the Duty of Loyalty: the political entity can have trouble differentiating its interests from those of the organization. Two, it undermines the Duty of Care by not using assets prudently, in this case, the asset of good will. An onlooker could not help but wonder if that entity were not ultimately acting in service of itself.

INTERFERING WITH THE ED’S MANAGEMENT OF STAFF OR VOLUNTEERS

We’d like to believe that board members who go behind the ED’s back to issue directions to and make demands of paid, professional staff members, and sometimes even member volunteers, have everyone’s best interests at heart. If we’ve done it ourselves, then we assert it was because someone needed to take charge, to get things moving, to push the organization forward.

Unfortunately, the evidence can indicate otherwise.

We all carry some share of immaturity within ourselves, but board members who circumvent the ED as part of their standard procedures are using immature impulses to get something they’re looking for: time, attention, recognition, or other unfulfilled demands.

Like MANEUVERING BEHIND THE SCENES and POLITICS AND MORE POLITICS, it’s exhausting. Professional staff members have plenty to do without board members mucking about in their work and schedules. Volunteers are in their roles because of their own interests in the organization’s mission, not because they were put there to obey the dictates of board members. Neither group has the time or energy to devote to soothing a board member’s ego needs.

How is this a conflict of interest? Again, it involves both the Duty of Care and the Duty of Loyalty. The board member is behaving counter to the prudent use of the organization’s resources, in this case its people, as well as putting his or her own interests above those of the organization.

POLITICS AND MORE POLITICS

We’ve all seen one or more board members who engage in political machinations. It’s usually done out of fear—fear of losing access to resources as a board member, losing one’s position on the board and thus a measure of prestige, or some other fear-based motivation. It’s related to MANEUVERING BEHIND THE SCENES.

I suspect we’re all worn out by this, including those who engage in politics.

Political machinations may seem to be inevitable, and perhaps on some level there will always be less-than-altruistic motivations behind board decisions, but I’m willing to bet there’s a better way.

How it this a conflict of interest? It involves the Duty of Care because political maneuvering interferes with good will; it involves the Duty of Loyalty because it puts the interests of the person above that of the organization, and it potentially involves the Duty of Obedience because the mission of the organization could be subverted in some way.

COMPLACENCY

This one affects us all at some point. When we’re exhausted and disappointed with things in our lives—including events unrelated to the board’s work—we become complacent. It’s a resting spot while we struggle to regain energy. It’s a place where we can let go. It’s easy.

Coasting is soothing. And we all have times when we sit out. It’ll be fine, right? Other people are working hard.

It will be fine…until COMPLACENCY becomes a reaction to ongoing conflict and stress. COMPLACENCY is insidious.

Fortunately, it’s one of the easiest problems to correct.

The quickest way is to get re-engaged with the organization’s mission. Remember why you first wanted to be on the board; remember how the organization can reach into the world and effect change; remember how it can make the lives of others better.

If that’s not enough, though, then burnout may be what’s really going on.

And that’s a tougher thing to address.

How is COMPLACENCY a conflict of interest? It involves the Duty of Care, because complacent or burned-out board members are either unwilling or unable to do their best for the board. Decision making becomes difficult when one stressed-out board member is required to interact with others, some of whom may be aggressive, combative, resentful, and the like. If POLITICS AND MORE POLITICS is also involved, then getting the board members affected with COMPLACENCY to step down can be a considerable task, thus compounding the .

ACCEPTING COMPENSATION BEYOND REIMBURSEMENT

Most nonprofit board members do not receive payment for board service. Corporate board members have legitimate expectations of compensation, yes—and nonprofit board members live in a different world.

There are exceptions. Boards of large, complex nonprofit organizations that require professional expertise offer compensation, and justly so.

It’s not necessarily a conflict of interest, but it is a complex issue that involves the IRS at certain points.

How might ACCEPTING COMPENSATION BEYOND REIMBURSEMENT be a conflict of interest? It can involve the Duty of Care if the payment of board members is not a prudent use of the nonprofit’s assets; it can involve the Duty of Loyalty if there are undeclared conflicts of interest for one or more board members who are being compensated, and especially if there’s some question about whether this compensation is in fact in the best interests of the organization; and it can involve the Duty of Obedience if there are questions about laws, regulations, and organizational bylaws and the interaction of those with the compensation being offered to board members.

Solutions to these issues must be tailored, carefully considered, and implemented within a legal framework. Above all, the organization must avoid a minefield of interpersonal and intrabody conflict over these matters.

Looking to get the right advice? Want to watch your board get back on track? Let’s have a quick call and see how I can help.

You may have served on a dysfunctional board before. An ostensibly friendly, cooperative group dedicated to the organization’s mission and vision ends up in conflict, giving each other the silent treatment, developing factions, denying the existence of problems, and blaming the other personalities involved.

Perhaps the dysfunction is milder. Maybe there’s an absence of trust, which engenders fear of conflict. From that stems a lack of commitment—if board members can’t trust each other during normal, healthy conflict, it’s hard to commit to the mission—and concomitant avoidance of accountability. This avoidance means the mission is ignored, and board turnover may increase, leading to loss of institutional memory and organizational effectiveness.

Generally speaking, dysfunctional boards have problems communicating in general and in healthy ways in particular. They may express low or no empathy when their board colleagues discuss their problems with, for example, being attacked by members of the organization (the membership, that is, as opposed to staff members); they show intense criticism of initiatives presented by board colleagues, or alternatively, either save their criticism for in-person attacks or avoid mentioning their thoughts altogether; they abuse or neglect board colleagues in their public or private communications.

Dysfunction is overwhelming. Board members struggle with what seem like invisible, unspoken codes of conduct while trying to manage relationships and help the organization achieve its potential. New board members are bewildered, while long-timers find themselves exhausted.

How does a board member cope with dysfunction?

First, let’s look at the roles involved.

The Scapegoat

Scapegoats are the black sheep of the board, the people who seem the obvious source of dysfunction and poor communication. (NB: This doesn’t mean that Scapegoats are actually at fault; it’s just a role assigned that keeps the dysfunctional relationships in balance. This is true of all the roles discussed here.) Ironically, Scapegoats are often the board members who speak truth to power. Their openness and honesty in a dysfunctional setting doesn’t necessarily bring about healing and change; in fact, it usually results in blaming, recrimination, and punishing behaviors like ostracism. Scapegoats can feel frustrated and rejected by colleagues, and in turn, they may find themselves getting into repeated conflict with those same colleagues because other ways of interacting don’t seem feasible. They also feel they are the only ones speaking out, which separates them even more.

The Chief Enabler

Chief Enablers deeply dislike conflict and thus try to deflect, absorb, or otherwise deny the surface issues that are the perceived source of conflict among their colleagues. Rushing about both in person and electronically, Chief Enablers can feel anxious and on edge during board meetings, conference calls, and group interactions. They are hypervigilant and quick to apply their personal brand of diplomacy to defuse tension, which can include running interference for the Identified Disrupter. Chief Enablers have the best of motives, but their efforts only delay the real healing work that needs to be done within the board.

The Hero

Heroes are perceived to be the high performers on their boards, though an examination of their work reveals that what they’re doing would just be normal behavior on a functional board. The dysfunction prevents the board’s effectiveness, so when Heroes get their initiatives through, their projects enacted, their committee reports completed with useful information, it can seem miraculous. In some ways, it is—being ostensibly functional in a dysfunctional system is difficult. Heroes also get frustrated, as they feel they are the only ones accomplishing anything, and it feels futile to continue to work so hard. What they push through may not be enough to bring about true change within the organization. Unfortunately, the high performance exhibited by Heroes is intended to conceal the Identified Disrupter. It’s a bandage, not a cure.

The Jester

Jesters use humor to distract their board colleagues from the tension and uncertainty in the atmosphere. This doesn’t mean that Jesters are happy themselves, though: they often feel pressure, anxiety, and a general sense of being overwhelmed. Their colleagues enjoy being around Jesters…mostly: Heroes find them annoying, Lost Children envy the attention they get while at the same time dreading that attention being turned on themselves, and Scapegoats resent the approval that Jesters seem to receive. On the other hand, Chief Enablers are grateful for the extra set of hands juggling the others’ moods, and Identified Disrupters are relieved to have attention drawn away. Unfortunately, Jesters are another distraction and do not contribute to the necessary healing of the board. Jesters can provide a temporary reprieve from tension, but it isn’t a final solution.

The Identified Disrupter

Identified Disrupters exhibit the core dysfunction within their boards. They bring behaviors to the board that are socially unacceptable at best, obstructive at worst. Perhaps the board chair, for example, has a history of inappropriate behavior around other board members or staff members; maybe one or more board members are addicted to substances or other compulsions; still others might come from their own dysfunctional family dynamics and are trapped in repeating their family roles. Identified Disrupters may even rush about, trying to put out the figurative fires that they themselves have fueled. These behaviors may be acceptable to the Identified Disrupters, but they won’t be acceptable to other board members or staff members. Confronting the Identified Disrupters can be difficult, painful, and risky. It can seem easier to avoid the topic until the Identified Disrupter eventually leaves office. However they present themselves, Identified Disrupters struggle with these problematic dynamics, with their lack of understanding of how they themselves play a central role, and with accepting responsibility for their actions.

The Lost Child

Lost Children are the quiet ones, rarely posting to the group email list or on the group’s workspace application. They are usually silent during board meetings except when a moment arises for them to comment quickly, then turn off the microphone. On Zoom calls, they find an excuse not to be on video and are always on mute. Lost Children avoid conflict, so rigorous discussion of issues with colleagues seems impossible. Lost Children will be those who don’t speak out against an agenda item but who will, to the surprise of their colleagues, vote against it. These are often the newest board members without sufficient training. They blend in and avoid making what feels to them like a scene. Most of the other dysfunctional roles are grateful for the Lost Children because they don’t contribute to conflict; only the Scapegoats feel betrayed by the Lost Children’s silence. Unfortunately, the rejection that Lost Children feel can prevent them from reaching out to their colleagues.

The Consequences for Nonprofit Boards

A given board may not suffer from all the deep dysfunction that these roles describe, but for those that contain even a few, these dynamics allow, at best, only minimally effective board work. Organizational missions, strategic planning, and board growth become difficult, sometimes impossible, and morale plummets.

What can an individual board member do?

First, remember that it’s easy to feel overwhelmed when the dysfunctional dynamic is raging. One way of dealing (and the most used) is to resign. However, that just allows the dysfunction to fester. Understanding what’s going on is a huge first step. From there, recognizing the roles being played and understanding what these individuals are really trying to achieve—feeling accepted, understood, heard, and embraced—can help in making choices about future behavior toward colleagues. Practicing good self-care and minimizing exposure to the most toxic colleagues also goes a long way toward improving the group tenor. It’s challenging, no question, but it’s possible to work toward better relationships.

It’s not the responsibility of any one board member to fix the group. This help usually cannot come from within its ranks. Instead, it’s the responsibility of the board as a whole to get the advice it needs—likely from an outside source—to become functional and productive.

Many thanks to Pam Donahoo, CAE, and LaRae Bakerink, two former colleagues who are also dear friends, for their comments on this article.