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Taking Action to Enforce the Responsibilities of Board Members

  • 30th Aug'22

Nonprofit boards may occasionally fail to perform their duties, or worse, board members may behave in an unbecoming or destructive manner. Many nonprofit executives are shocked, if not startled, to see the harm that a "bad actor" on the board can do. It is possible for an unhealthy situation to quickly deteriorate into a dangerous situation when there are multiple unscrupulous actors on a nonprofit board.

When great board members fail to fulfill their duties or act inappropriately, they can have the following negative effects:


  • Discomfort

Even while it might be evident that "someone needs to do something," until that "something" is done, there will be an uncomfortable and awkward moment.

  • Drain on time and attention

 In the wake of improper behavior, the board's mission-driven focus will be altered, if not completely lost. Energy must be diverted away from the mission in order to bring the bad actor back on board or, in the worst-case scenario, remove them from the board. This is in contrast to pushing forward with ambitious plans for new programs and stronger governance.

  • Collusive harm

Effective board members may leave the organization sooner as a result of negative actors' actions or inaction. It is common for one or more board members to lose motivation when they see other board members acting inappropriately. Because everyone's tolerance levels vary, one or more members can decide they no longer possess the perseverance and zeal necessary for board service.

This is only the beginning of the harm that bad actors can do. Damage evaluations range from short-term “fixable” issues to persistent injury that is hard or impossible to heal. In any situation, the approach is to avoid bad behavior or subpar performance whenever feasible and to deal with it quickly and effectively when it does happen. The sections that follow address realistic methods for holding board members accountable.


Get started before trouble arises

Setting the stage for responsible and proper board conduct is the first lesson in enforcing board member obligations. Numerous board chairmen and CEOs have discovered the hard way that the majority of board members lack intrinsic governance abilities and are unable to intuitively comprehend the organization's culture, operational procedures, and expectations of board leaders. To start the board off on the right foot:


  • Give board members a job description

This should outline their responsibilities in straightforward and simple terms. Indicate if the board members are responsible for fund-raising. Make it clear if attendance at meetings is necessary. If the executive director must approve questions for staff employees, clearly state the chain of command.

  • Plan a board orientation and leadership development workshop

According to many executives, board training is most effectively received when the "messenger" is someone outside the organization, as opposed to a peer who sits on the board or a senior staff member. Additionally, make sure the messenger is prepared to discuss both general governance obligations (such as the obligations of care, obedience, and loyalty) and specifics related to your nonprofit (such as the board's job description, the division of labor between the board and staff, the implications of the organization's recent merger or expansion, etc.).

  • Give the chair some coaching

The board chair is more than just a board member who sits at the head of the table and conducts business meetings. The chair must have leadership qualities, good listening abilities, and the capacity to handle difficult situations, such as conflicts with other board members. Think of methods to "position" your board chair for an effective period of service by giving him or her the knowledge, tools, and support they will require to carry out their duties admirably.

  • Establish a protocol for communication

Make sure newly elected members understand how to stay in the loop by selecting effective communication channels with the board. Password-protected board portals Options are available on websites and in email groups, but they work best when used regularly.


Clearly define your norms and reinforce them

Even while using the word "unique" to describe a charity board might be a stretch, every board has at least one aspect of its organizational DNA that sets it apart from others. An accepted technique at one board table could be deemed inappropriate at another. Spend time defining and reinforcing the "norms" for the board and the organization to maintain harmony and provide board members the authority to perform. For instance:


  • Create a set of rules for face-to-face and phone meetings

How will you ensure open communication, maintain meeting timeliness, and stop one or more participants from sidetracking or sabotaging discussion? What information must board members have to participate effectively in meetings? When and how will members be able to access background information (for example, four days before the meeting through email)

  • Define the relationship between the board as a whole and its committees 

Board members may find the format that fits your organization strange or puzzling because nonprofit board structures vary greatly. For instance, does the executive committee deal with important topics regularly or just as they come up between meetings? Are all board members eligible to join committees or attend committee meetings?

  • Explore ways to maximize board engagement and participation

There are common behaviors that either foster or discourage involvement and active participation, despite the leadership style of your chair will change as the people holding that role change. For instance, a chair who "ducks in a line" and comes prepared to every board meeting will likely arouse irritation from board members who feel that their role is merely to rubber-stamp the chair's decisions (see the description of "the Playwright" board member in the sidebar). The agenda of the board should include important discussion questions to combat this poor leadership style. Before casting a vote on any significant matter, one option is to ask the board if they agree that this is the best course of action.

There are practical measures you can take at all stages of board service, but there are no silver bullets for making sure that board members keep their promises and follow the rules of your nonprofit. Playing the game of governance with success in mind requires starting well before problems arise, anticipating some of the challenges that are typical within nonprofit boards, and taking the prompt and right action.


Shellye is committed to helping people from diverse backgrounds achieve their careers and life aspirations. The content published above was made in collaboration with our members.

Shellye Archambeau is determined to help you with all possible strategies to climb the ladder of success. She values your feedback. Do mention them in the comment section below.


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