Dealing with a disruptive board member

Q&A summary with NFP expert and Atlantic Business Magazine CEO Hall of Fame member Darrell Kuhn

We often talk about the importance of board meetings and how they should be as effective and productive as possible. Well, undoubtedly there are sometimes going to be disruptions that are caused at board meetings. One common disturbance that boards face is when a single board member is dominating a board discussion.

I’ve lived it more than once in my board director journey and it’s arguably the item I get asked about most frequently when I’m doing presentations to other boards.

First, let’s talk about why the board meeting is so important. It’s arguably the most important governance activity of any board and quite frankly, it is the responsibility of the board to ensure that meetings are effective, accurate and well recorded in the board minute meetings.

Something that many board members often neglect is that many donors will look at the board as determining whether it’s functional enough to warrant donor support. If it isn’t, they can and sometimes will withdraw their support. So board meetings need a sense of importance and to be as accurate as possible. 

The minutes of those meetings can even be held for legal challenges. For example, meeting minutes can be brought into a court of law where the court will consider everything that’s been discussed at the board meeting. You must realize that the board meeting is the only avenue in governance where all key decisions and key activities are discussed, voted upon and agreed to prior to being exercised.

So what causes this in the first place?

Generally, when a board member is dominating a discussion it’s usually because he or she is being allowed to do so because the board chair has not addressed the situation. The board chair is ultimately responsible for facilitating the board meeting and in that facilitation they need to ensure that every single board member has an opportunity to speak on every single action item that’s on the agenda, and they need to shut it down if that’s not happening.

Another area that I’ve noticed on many boards is that they do not have a governing policy around board meetings that outlines the respective expectations and responsibilities of the 3 key stakeholders in the meeting:

  1. The board chair who has distinct responsibilities facilitating the board’s needs.
  2. The board members themselves who have responsibilities to be prepared for the meeting, to be respectful of each other’s point of view.
  3. The executive director who has a responsibility to ensure that all the information has been disseminated well in advance of the meeting so the board is prepared for all the discussions.

When a dominating situation arises where one member seems to hijack a particular agenda item by speaking to the point of exhaustion, they typically do this for a variety of reasons and it is the chair’s responsibility to find out why this is happening.

  1. In some cases they can be very passionate about the subject matter that they are discussing and they want to get their position across to the rest of the board as distinctly as possible. 
  2. Sometimes they might be, or believe they are, a subject matter expert and as such they tend to spend a lot of time discussing that particular subject or their point of view on it.
  3. There are times where a board member is just a dominating personality. It’s just the way they are. They feel the need to be talking frequently and at length.
  4. There could also be a situation where the board member has personal issues that’s causing them to be a little bit more disruptive than normal by speaking at length which is typically something they wouldn’t do.

Whatever the reason, it’s the board chair’s responsibility to get to the bottom of it and to make the corrective action as quickly as possible before it has an adverse impact. 

What can happen when you don’t take immediate action

When a situation like this persists, there are going to be board members who become frustrated with the dominating board member to the point that they become disengaged in discussions. They’ll be questioning themselves on why they even bother to show up. Eventually the frustration can grow to the point where they’ll even quit the board or leave before their term is up – and it can be very difficult to acquire new board members that want to be there. So it’s important that every board member understands their responsibilities and that everybody is working as a cohesive team during the board meeting process.

Taking corrective action

Firstly, if the board member is being disruptive and dominating the discussion, the board chair needs to deal with the situation right there at the meeting by calling on that board member and saying “okay, thank you for your presentation. Now I would like to hear from the rest of the board.” Then you can go around and speak to every other board member and ask for their particular input into that subject matter. 

This will do two things:

  1. It’s going to keep the other board members engaged
  2. It’s going to send a message to the dominating board member that he or she has had their time to speak and it’s time for some input from other members

If the problem persists and the board member has not addressed the issue or refrained from speaking then you are going to have to speak to that board member one-on-one following the meeting. Typically you would set up a pre-arranged meeting off-site to discuss the impact that he or she is causing with other board members and that it is making the board meeting dysfunctional. Let them know that board decisions may be coming into question because you’re not getting the info and feedback needed from all board members. At this time you would refer them to a copy of your governing policy on meetings and you would go over their responsibility within meetings and the expectations of the individual. Your policy is a reference point. Every single board member should receive a copy of this governing policy and it should be reviewed no less frequently than biannually as it keeps all those expected cases at the forefront for board meetings.

Now, if the conduct persists even after that first meeting and that particular board member is still dominating meetings, then you would have a second to last meeting with the board member. You would discuss the responsibilities and expectations from the governing policy one more time but you would also refer directly to the areas where it would be corrective action. Be clear that future actions may involve suspension or dismissal from the board. 

Another way that you may be able to address a situation is if that board member happens to truly be a subject matter expert, then have them make a presentation or a co-presentation with the executive director. This way, all the information that they feel the need to share is voiced and you can leave the rest of the board to ask questions and to provide feedback. 

An example of what happened early in one of my own board directorships

I had been newly elected to a board and during the first several board meetings over five months there was an individual that dominated just about every discussion. 

My first reaction was that this individual was very knowledgeable and maybe he was the person that had been on the board the longest and knew what was going on and I could learn from him. Sure, I did learn some things from him but as time passed I started hearing grumblings from other board members who were frustrated, making comments like “here he goes again”, and “why do we even bother coming? He’s going to be dominating the meeting and the board chair doesn’t do anything about it.”

I was hearing that more and more frequently to the point where several board members stopped coming to the board meetings. Then all of a sudden we heard from the board chair that we had two resignations and that was all a result of the board chair not dealing with that situation effectively and not having a governing policy in place to deal with it effectively. 

Question #1: What do I do if I’ve confronted the offending board member and they don’t respond well?

This is why having a governing policy in place regarding meetings is such an important reference point. It provides clear expectations and responsibilities. It is already approved by the board, including that person themself so there should be no grey areas for them to squabble or argue over.

Question #2: How many “strikes” should I put in my policy?

I’ve already outlined this above, but what I’ve seen in many examples of this governing policy is that the first action is a first off-site meeting one-on-one with the individual to discuss the governing policy, review the expectations of the individual and to discuss what has been happening and the impact it has had on the rest of the board. There may or may not also be a second meeting to reiterate this. If it persists beyond this, the next course of action is typically a second (or third) final meeting where the board member will be either suspended or potentially even terminated from the board. There’s simply no way that the board can operate functionally with one member dominating discussions on a continuous basis.

Question #3: What if I’m the one being called out? Don’t I have a voice?

I’ve worked alongside many board members who are extremely passionate about being on their board and also passionate over certain areas that are being discussed on the board. My suggestion is to have a discussion with your board chair well before the meeting to discuss why your knowledge in this area is valuable to the board. The board chair may just put you in a position where you are presented as an expert on that particular subject matter.

If your presentation on that subject matter that gives you the opportunity to provide your knowledge to the board, you can even co-present with the executive director, after which the other board members can then reflect on that information, provide feedback and even ask you questions and that way it’s a it’s a win-win for all parties.

D2 offers a variety of easy to follow, self paced courses to help run your board more effectively, including a free course on how to run your board meetings more effectively, with a written guide, more video content and even sample governing policies you can start using today to get started.

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Preparing For The Board Meeting – The Board Chair’s Role

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