Board Cafe: Dominating Personalities on the Board

Board Cafe

Dominating Personalities on the Board

By Mike Schley

Nonprofits exist to serve the public good. In this attorney’s 20+ years of advising nonprofits and volunteering on boards, it has been apparent that the public purpose can become subverted when a strong personality—whether on the board or in executive management—ends up dominating meetings and organizational processes.

Some examples of this problem:

THE DOMINATING BOARD MEMBER. Some board discussions are dominated by the personality of a powerful board member—usually an extremely dedicated and capable individual who has recruited many of the other directors. Out of respect, other directors may be unwilling to contradict the dominating board member, thereby limiting the organization’s potential.
THE EXECUTIVE WHO DOMINATES THE BOARD. Many nonprofits are started or built by a hardworking executive director, and both the executive and the board members come to feel the organization “belongs” in some way to the ED.
THE INSISTENT LEGAL ADVISOR. Nonprofits often look to an attorney on the board for free legal advice. But sometimes it’s hard to distinguish the attorney’s legal advice from his or her opinions. Couple this with a strong personality, and you have a board member with disproportionate influence.

How to deal with these problems? The starting point is that every director needs to take to heart his or her personal responsibility to the good of the organization. This includes expressing your opinion politely (“Excuse me, Sally, but I have a different view that I would like to share….”). Remember that your duty is to express your opinion, not to win the argument. You may need to start a dialog with others you can approach in confidence. You may be surprised and relieved to learn that others share your concern, but felt they were alone and were afraid to raise the issue.

Longer-term solutions that should be part of every nonprofit’s structure:

TERM LIMITS. There are benefits to tenure and history, but most experts agree that a board should be regularly refreshed. Consider structuring your board so that one-third of the directors are up for re-election each year and no director can serve more than two consecutive terms.
BOARD RECRUITMENT AND RETIREMENT. Every board should have a strong nominating or board development committee that takes seriously its duty to review individual director performance. Directors who do TOO much should be treated in the same manner as directors who do too little – that is, they should be gracefully asked to complete their terms and make room for new board members.
EVALUATION OF THE EXECUTIVE DIRECTOR. The board’s most important function is to monitor the performance of management. Its ability to do so is hindered if an executive sits on the board or participates in the director nomination process.
USE INDEPENDENT ADVISORS. A CPA cannot serve on the board of an organization that he or she audits. The same principle of independence should be respected in the case of lawyers, consultants to the board, and other advisors.

Mike Schley is an attorney in Santa Barbara, California. He can be reached at mike@schleylook.com .

Original publication date: 05/20/2002