I was working on risk management issues with the board of directors of a new nonprofit. One of the directors raised the issue of sabotage from within the organization. That’s an unusual question at start-up, so I asked her to say more. She immediately described several hair-raising examples of incompetence, disruption, and outright hijacking of other boards she’d been part of. She didn’t want to watch the same thing happen again.
How can you respond to sabotage of the nonprofit board?
What is Sabotage?
Sabotage is disruption and damage, usually done on purpose. It can happen in several ways on the nonprofit board.
The Negligents. The chair neglects to prepare or follow an agenda, or a director habitually arrives late for scheduled meetings. While they may not seem sinister, over time these behaviors erode the effectiveness and cohesion of the board.
The Unintentionals. Sometimes a director means well but still causes harm. You’ve probably met him—that guy who repeatedly insists that staff meet performance levels not covered by the board’s policies. He may feel he is “pursuing excellence,” but by ignoring board policy, he undermines the authority of the board and its word.
The Subversives. A director attempts to give the CEO instructions on the side. Another board member may agree to a decision in the board meeting, only to misrepresent or undermine it later. In severe cases, directors with private agendas hijack the organization to redirect its work or to shut it down entirely.
How to Prevent Sabotage
Open Debate. As John Carver points out, “It is not sabotage to disagree with other board members, no matter how passionately.” Encourage full discussion of issues, no matter how uncomfortable it may become. It is not necessary that everyone on the board agree on an issue, but once the board makes a decision, each individual must support its implementation. Julia Dhar of Boston Consulting Group encourages us to argue for our ideas, not our identity – to disagree productively and find common ground.
Written Policies. Make clear what behaviors are expected of the board as a whole and for individual directors, and what consequences result from noncompliance. For example, the board might remove a director who votes for a decision but then acts to undermine its implementation.
Governance Committee. This committee helps the board carry out its work by ensuring that there are appropriate policies in place and that the board remains accountable to them.
Careful Vetting of Candidates for Board Membership. The board must know who it intends to elect as new directors. What other affiliations do they have? Are there any indications that their values and associations are at odds with the intended outcomes of the organization? Have some current and candidate directors served together on other boards? Take the time to do adequate research before electing anyone to your board. It’s difficult to stop an outside group that intends to hijack the board once they have seats at the table.
What to Do When Sabotage Happens
Name It. If there are signs of someone acting against the will of the board, then do not hesitate to bring it to the board’s attention. It may be a simple misunderstanding or a director in need of more training about policy and expectations. Getting “caught” early in a disruptive effort may cause a rogue director to stand down from his actions or to resign. In any case, no healthy resolution can occur until someone names that a problem exists.
Nip It. Do not tolerate disruptive behavior, and don’t wait for things to resolve themselves. Take whatever corrective actions are appropriate, and take them immediately. The longer the board waits to resolve a destructive situation, the more damage is done. Deal with the distracting situation and move on to the real work of the board.
Resignation or Removal, if Necessary. A director must abide by the stated policies of the board. If she cannot, then she cannot honor her fiduciary duties of loyalty and obedience, and so must resign her position. If a director acts intentionally to sabotage the board or the organization, don’t respond with hope for reconciliation and rehabilitation. Act at once to remove that person from her ability to do any further damage.
10-Minute Board Discussion
What policies do we have in place to protect us from attacks from within—and that help us deal with them if they do occur?
Image courtesy of iStockphoto.com/timsa
Disclosure of Material Connection: I have not received any compensation for writing this post. I have no material connection to the brands, products, or services that I have mentioned. I am disclosing this in accordance with the Federal Trade Commission’s 16 CFR, Part 255: “Guides Concerning the Use of Endorsements and Testimonials in Advertising.”