How To Deal With A Bad Board Member

Bad board members do crop up. The reasons why may be obvious—or they may creep up more subtly over time. Here's how to handle them.

They miss board or committee meetings frequently, or show up completely unprepared. They display antagonism toward staff, or disrupt meetings with a toxic attitude. They lack sufficient financial literacy to help make informed business decisions, or they’re staunchly opposed to using new technology when preparing for a board meeting. More subtle signs might involve a board member getting burned out over time, becoming distracted by personal issues, or participating more passively in board meetings with a simple “go-along-to-get-along” approach to performing their board member duties.

Whatever the case, a bad board member can adversely affect a board’s productivity and decision-making efforts, and ultimately cost your entire organization time and money.

How do you address these issues? There are options. Establishing term limits or outlining an official impeachment process might help to better define board member roles. Conducting individual board surveys and peer reviews, or scheduling a performance review for the full board, helps to establish a process that you can all work on together.

However you address bad board behavior, it’s important to identify and correct it early on, so it doesn’t continue to fester, and eventually infiltrate the entire board. Let’s explore the options.

How to Identify a Bad Board Member

Many boards follow the good governance handbook to determine whether board members meet expectations, or fail to perform their board member duties. Do they attend board meetings regularly? Do they support the organization through equity involvement? Do they bring financial literacy skills to the boardroom table, or a new perspective based on deep expertise or experience?

While the answers to those questions may shed some light on how effective individuals perform their board member roles, they don’t necessarily provide the full picture when trying to correctly identify a bad board member. To do that, one must dig into the social aspect of a board, or how individual members work together as a group.

• Do you label some board members as troublemakers, when they’re really just an engaged dissenter seeking to make a positive contribution to the board?

• Do certain board members develop back channels to company line managers because they’re trying to undermine your CEO, or are they simply seeking further clarity or information from the people impacted by their decisions?

• Are board members developing political factions in a takeover attempt, or simply seeking consensus for a shared opinion?

As you can see, there’s a fine line between what some consider good board members versus bad board members, and it takes more than just a glance at past attendance records to reach any strong conclusions. That’s where polling, full-board evaluations, and peer reviews can help.

Conduct an anonymous survey of individual board members on occasion to see whether any factions are forming, if they trust the information provided by the CEO, or if they display confidence in the competence of your management team. Ask your governance committee to perform a full-board evaluation that includes individual directors’ self-assessments, along with their peer reviews of one another, to determine how they feel about their own performance as well as their colleagues.

The most involved, diligent, value-adding boards may or may not follow every recommendation in the good-governance handbook, according to this Harvard Business Review article. Instead, they create a virtuous cycle in which the good qualities of one board member build upon another. They develop trust and mutual respect, and they challenge each other by asking intelligent questions in a spirited give-and-take environment.

Objective Factors for Board Member Effectiveness

If you’re unsure whether a member of your organization’s board is the right fit, consider evaluating the following factors to make an objective qualification of their contribution.

• Attendance. While not every board meeting makes or breaks the fate of an organization, every board meeting is important. If you’ve noticed a board member misses more meetings than his or her colleagues, analyze attendance over the last 12 months. You may find they missed more (or fewer) meetings than you realize. 

• Engagement. An unengaged board member is one that doesn’t contribute toexecuting the board or the organization’s mission. Evaluating engagement can be as simple as taking note of who proactively participates in board discussions (both in the board meeting and in communications before and after meetings).

However, it’s important to consider that most boards have multiple channels for engagement; some board members may be more vocal in meetings, while others may prefer to contribute in written remarks.

• Preparation. A prepared board member is effectively ready to engaged in nuanced discussions on any number of topics before the board. An unprepared board member not only does themself a disservice, but they can also waste valuable board meeting time getting up to speed on materials, data, or other information sent in advance.

Board portals like OnBoard offer insights into board meeting preparation, including data points on board book consumption and annotations. While this data may be anonymized, it can serve as an indicator that some board members spend less time on preparation than others.

• Skills assessments. Board composition requires a careful balance of board member experience and skills, and it’s ongoing challenge as organizations’ needs change over time. Problematic board members who lack the needed skills (those lacking financial literacy, for example, or technical expertise) can be identified using a board-wide skills assessment tool.

• Board performance reviews. Consider hiring an independent third party consultant to conduct a board performance review that includes individual board member performance.

Other Signs a Board Member is Not Working Out

While every board experiences its own set of challenges, it’s still important for board members to operate in an environment with open dialogue, productive discussions, and respect for others’ opinions.

Poor behavior and negative attitudes, such as sharp criticism or demeaning comments made during a board meeting, can lead to a toxic environment where good board members stop attending meetings or leave the board entirely, and you’re left with the uncomfortable task of finding board member replacements with fewer options.

Other signs of bad board behavior might result when a CEO doesn’t trust the board enough to provide full transparency, or tries to keep the board from meddling in day-to-day operations. This can cause some board members to reach out to others in the company for better insight into what’s happening, but also results in an untrusting relationship with the same chief executive the board chose to oversee the company.

Outside influences also factor in when it comes to bad board members. For instance, the Covid-19 pandemic forced many boards to meet virtually, rather than in-person, which completely changed the dynamics for building a cohesive team.

According to our 2021 Board Effectiveness Survey, in which we examined board effectiveness amongst 300 board administrators, executives, and directors in six countries and a diverse array of industries:

• 23% of respondents said their board’s collaboration deteriorated at least a little since Covid-19 forced their meetings to shift to a virtual format.

• 8% said governance had become “difficult and challenging” since the pandemic began.

• 12% of board members who don’t use board management software said their board members weren’t prepared for meetings (compared to 6% for those who do use board management software).

How to Work Around Counterproductive Behavior

When dealing with a toxic board member, many boards wonder how to ask a board member to resign. While this solution may be the final outcome — if you have established policies and bylaws in place — there are other ways to work around a prickly board member’s counterproductive behavior.

Here are some workaround tips:

• Find the source. Are they truly a troublemaker, or raising legitimate concerns? It’s okay to be passionate about a topic, as long as you remain respectful to others.

• Do damage control. Are they recruiting allies and planting seeds of doubt, or simply asking for more information and transparency? Present facts with honesty and transparency, and avoid the personal attacks.

• Limit the offender’s role. If your bylaws prevent you from removing a repeat offender, try reducing their involvement in certain areas. Sometimes, the bullies will give up and go home (resign).

How Best to Address a Troublesome Board Member

Whatever you do, don’t simply ignore bad board behavior, board experts say. It’s better to address the issue head-on with the individual board member, rather than developing workarounds or impugning the entire board for one person’s bad behavior. Gather evidence, confront the board member with facts, then work to help them make any necessary changes.

According to the Association of Governing Boards of Universities and Colleges (AGB), some of the most important Habits of Highly Effective Boards include:

• Creating a culture of inclusion by putting all issues on the table for discussion.

• Trusting your chief executive to set a vision and achieve strategic goals.

• Selecting an effective board chair who stays focused on issues that matter.

• Delegating appropriate decision-making authority to committees.

• Establishing a strong governance committee for oversight and accountability, including setting bylaws with policies for term limits or an impeachment process.

Term limits give boards a way out, especially when dealing with a particularly troublesome board member. This OnBoard white paper on Why Term Limits Matter explains the five key benefits for boards:

1. Makes it easier to bring in new perspectives and ideas.

2. Provides a systematic planning timeline and process for replacing needed board skills.

3. Gives a board member a chance to step down gracefully if they’re burned out, have family commitments, or are ready to move on.

4. Provides a respectful and efficient mechanism for the exit of passive, ineffective, or troublesome board members.

5. Avoids the perpetual concentration of power within a small group of people and the intimidation of new members by this dominant group.

Just keep in mind, there are several drawbacks to term limits, such as:

• Potentially losing institutional memory and expertise that has benefited the board.

• Needing to dedicate time to re-building the cohesiveness of the board as new members join and old members rotate off.

• Needing additional resources to help identify, recruit, and orient new board members.

Adarsh is OnBoard’s General Counsel and Director of Government Strategy. He brings over ten years of public sector experience at both the state and federal level. Most recently, he served as a Senior Director of Policy and Research for Indiana Governor Eric J. Holcomb, where he spearheaded the creation of the Next Level Fund, the state’s $250M private equity and venture capital investment vehicle. Adarsh holds a J.D. and Master of Public Affairs from Indiana University-Bloomington, and has served the community in numerous board and volunteer roles and is a two-time recipient of the Sagamore of the Wabash.