Signs of a Dysfunctional Board

Bob Harris, CAE and Mark Alcorn, Esq.

In 2002, attorney Mark D. Alcorn pointed out the key indicators of a dysfunctional
association board of directors. He said, “I believe the troubled boards outnumber
focused efficient boards by a substantial margin.”

“When a board of directors has more than its share of trouble and struggles, it can be
dysfunctional. The presence of more than a few of these signs is cause for concern,”
he added.

I wanted to review the dysfunctions identified nearly two decades to check their
relevance to today.

Power Struggles – While directors should be focused on the mission and strategic
goals, fighting for power among individuals and subgroups on the board is destructive.
The board should be guided by equality and a shared responsibility. When any person
or group portends to be more influential than others, the concept of democratic
governance is unworkable. The board should address power struggles to return
harmony to the governing process.

Voting Blocks – Counting and collecting vote commitments prior to a meeting is
inappropriate. It breeds distrust to learn that some directors are lobbying and collecting
votes prior to the duly called board meeting. Votes should be based on facts and the
deliberation at the board table. Proxy votes and alternative directors is a concept long
abandoned.

Lack of Respect – The appearance of hostility, aggressiveness and disrespect at
meetings diminishes good governance. While many of America’s institutions are facing
problems with integrity and civility, one would hope it does not penetrate association
governance. One of the most adopted guiding principles of boards is that of respect for
people, ideas and diversity.

Micro-Management – The board’s role is to advance the mission and strategic goals,
while serving members and making best use of assets. If directors start to call or visit
the staff with questions like, “I just wondered what you are doing today,” they have fallen
to the level of micro-management. Employee oversight and evaluation is the
responsibility of a CEO, not the board members. A guiding altimeter for governance
places the board at 50,000 feet, committee work at 25,000 and staff management at
10,000 feet.

Preoccupation – The board is guided by authorities such as parliamentary procedure
and bylaws. When directors use those concepts to hinder progress, it wastes valuable
time. Too many organizations feel a need to amend the bylaws annually, appointing a
committee to find faults and offer ideas. The governing documents are a guide, not
tools to obsess over.

Disparaging the CEO – When one or more directors are critical of the chief staff officer,
or any staff member, it distracts from the board and its purpose of governance. The
relationship of the board and CEO is that of a working partnership. Board focus should
be on governance, while the staff manages the association. Openly criticizing staff is a
serious problem.

Last Minute Proposals – The board should not be hoodwinked by a last-minute motion
as the meeting is about to adjourn. A board that is swayed by last minute proposals,
overly enthusiastic discussions (groupthink), and slick presentations without the benefit
of facts, is not doing its fiduciary duty. To avoid surprise motions, ask directors to
submit their ideas to the association a week before the meeting so it can be properly
reviewed and scheduled. Remove “new business” from the agenda to avoid surprises.

Heavy-Handed CEO – Some executives amass too much “control” over the
association, leaving the board to feel powerless. Governance requires a balance
between board and staff. If the CEO is heavy-handed the board should look for
balance and ask themselves why that occurred. The opposite is a board that
relinquishes their duties to the executive by neglecting their responsibilities.

Representative Directors – There was a time when board composition was built on
representation, for example a director from every chapter or someone to represent
special interests. Alcorn emphasizes, “Directors must represent the organization as a
whole, not subgroups and special interests.” The board’s role is to advance the
organization’s mission, not to represent subgroups. When directors walk into the
boardroom, they should take off their specialty hats and work as a team.

Rump Sessions – Informal meetings outside the boardroom nearly always exclude
some directors and facts, undermining trust within the board. Rump sessions digress
to discussions that should not be had. Turn to the CEO and officers to get impartial,
factual answers.

It seems the dysfunctions of a board have not changed much since this was first
published in 2002.

# # #

Note: Bob Harris, CAE, provides free governance tips and templates at
www.nonprofitcenter.com. Mark D. Alcorn is an attorney and association management
consultant. He can be contacted at www.alcornlaw.com.