Firing lousy board members

Why do it? Who does it? And how can you avoid it?

Written by
Simone Joyaux
Added
November 15, 2013
Serving on a board requires advance reading and attendance at regular meetings.

Yes, your organisation should fire non-performing board members. Of course, that means you must define good and bad performance. You must articulate standards and communicate them. You conduct screening interviews before nominating them. You monitor and evaluate performance. You need ways to fire them that don’t cause pain – to them or your organisation. You need the guts to do this. And, by the way, who is the ‘you’ anyway?

Are you overwhelmed yet? Thinking maybe it’s easier to just keep them?

No! Stop that kind of thinking right now. Just stop it!

Let’s start at the beginning.

Do you need a health check-up to make sure your board is working correctly?

First, serving on a board is serious business. The board is accountable for ensuring the health and effectiveness (mission, fiduciary, etc) of the corporation. That’s what corporate governance means.

Serving on a board is not about having fun and hanging out with cool people. Serving on a board isn’t just about showing your commitment to the cause. Show your commitment by giving money or volunteering to do some other kind of work.

Serving on a board is hard work that requires business acumen, strategic thinking and the willingness to challenge staff and fellow board members. Serving on a board requires advance reading and attendance at regular meetings. Serving on a board requires that board members inconvenience themselves to learn new stuff, or turn up for a meeting when they’d rather celebrate Valentine’s Day or a birthday.

Serving on a board is like being hired for a job. But you aren’t paid when serving on a nonprofit board.

Since board service is that important and serious… inadequate performance is a serious offence. Repeated inadequate performance demands termination, just like in any job.

Step one

Your executive director and board members must understand that serving on a board service is a serious business. This is the first weakness I find. In my experience, the executive director and board members often don’t understand the seriousness of governance.I use two different approaches to help organisations, staff and board members understand the importance of governance.

  • Gracious gentle approach: ‘How about a little health check-up to ensure that your governance is top-notch? Let’s assess your governance.’
  • Shock and awe approach – often the necessary choice: ‘Scandals abound in both for-profit and nonprofit sectors. Many of these scandals are governance failures. Governments are increasingly frustrated. They’re now inventing laws and regulations. It’s just a matter of time before donors get fed up, too. Some already are. So let’s make sure your governance is top-notch.

Too many executive directors don’t know the basic principles of corporate governance. Too many executive directors don’t know how to help the board and its members do governance. In fact, too many executive directors see the board as a distraction, a frustrating idiosyncrasy required by government.

These execs don’t recognise their leadership role. They complain about board performance, but don’t accept their responsibility for effective enabling[1]. Some executive directors disempower their boards, denying governance accountability.

The bottom line: without accepting the seriousness of governance, you’re in trouble. The other bottom line: without effective enabling by staff, it’s difficult for boards to do governance well.

If your organisation’s staff don’t really understand the role of the board and can’t help it to function effectively, you should consider recruiting an expert on governance for your board. This individual would be helpful even if the staff were good at enabling the board. But board service does not necessarily mean an individual is a governance expert. I think most boards don’t do governance well, including the really sophisticated boards with all those high-powered important people serving. So those board members aren’t expert. And perhaps, they aren’t even sufficiently adequate.

​Another first step

Understand the distinction between the board and the individual board member. The board is a group. Corporate governance is a collective act. Governance only happens when the board is together, e.g. at its meetings. The board is accountable[2] for very specific things, such as:

  • Defining values, mission, vision and strategic direction.
  • Ensuring financial sustainability by adopting a budget and fund development plan and monitoring performance.
  • Hiring, appraising and firing the chief executive.
  • Ensuring legal and regulatory compliance.

The board member[3] is part of the group that is the board. The board member has no individual authority, only the board itself does. The board member has responsibilities to the group, e.g. regularly attending board meetings, giving an annual financial contribution, etc.

​Step two: standards and recruitment

You wouldn’t hire a member of staff without explaining the job and performance expectations in advance. The same holds true for recruiting board members. Your board must adopt a board job description and performance expectations common to all board members.

Before adopting these policies – or any others – talk. Explore ideas and concerns at a board meeting. But remember, a body of knowledge documents the role of the board – and it’s pretty much the same for any board of any type or size. The same holds true for expectations of a board member’s performance.

With shared understanding in place – and policies defined – identify candidates that bring the right attitude, behaviours, and skills to the table. Pay attention to diversity and pluralism – from gender to generation, sexual orientation to socioeconomics, race/ethnicity to networks. Make sure you’re recruiting for the skills[4] necessary to fulfil the board’s job.

Your screening interview[5] is as formal and detailed as any job interview. Ask candidates about their experiences and expertise. Clearly communicate the role of the board and performance expectations of the individual board member. Do this well!

​Step three: orientation and development

Remember that staff enables the board, its committees and individual board members to do the right work well. Staff does this regularly and forever. Actually, good bosses do the same thing with staff. It’s all about enabling people to succeed.

For example: conduct a comprehensive orientation process for newly elected board members. Regularly offer skills development for board members. Always set the context for conversations at board meetings by reminding board members of policies and procedures, systems and processes.

​Next step: monitor performance

You can’t evaluate performance without clearly detailing expectations first. You can’t fire someone without comparing his performance to these expectations. You can’t fire someone without providing feedback and the opportunity for improvement first.

The board should establish a governance committee to do just about every step described here, to provide leadership in partnership with the executive director. The board establishes a committee to provide leadership, in partnership with the executive director. The executive director enables the committee. The committee reports to the board. The board talks about stuff and takes action.

As a board chair, I call board members who are absent. I don’t care if the board member said she can’t attend. If she’s absent a couple times, I’m calling to touch base. I find out what’s happening. I remind her, graciously, of the performance expectations and how much we all value her input and participation.

The executive director, board chair, governance committee talk about board member activities elsewhere in the organisation. At some point, if there’s sufficient concern about performance, the governance committee takes over.

​Finally, feedback time.

The governance committee speaks formally with the board member about her performance. No staff person does this. The board chair is not in charge of doing this. This is governance committee work.

A member of the governance committee speaks with the non-performer. This is a formal conversation, not a casual mini-mention. No firing. No nastiness. But an expression of concern about not fulfilling agreed upon standards. Probe to see what’s going on. Clearly state that this is a concern and needs to be fixed.

The governance committee representative is trying to help the non-performer think this through. The non-performing board member has to commit to improving – and improving now. Talk about what that looks like.

Sometimes there might be two formal conversations providing feedback and asking for change. But really, only twice. Then it’s time to end this.

​Enhance attrition or thank and release

Aim to ‘enhance attrition’ first. The goal is to help the board member recognise that he isn’t fulfilling his obligations – and apparently cannot. The goal is to help the board member say, ‘Well, maybe this isn’t the best time for me to serve on this board even though I really want to.’

Agree with alacrity and say, ‘It seems best for you to resign at this time, due to personal or professional reasons. It happens you know. It’s okay.’ That’s ‘enhancing attrition’.

If, after one formal feedback conversation, the board member decides to stay, promises to better and then there is no change… Then it’s probably thank-and-release time. The organisation tried to enhance attrition. But the board member didn’t resign. And then he didn’t improve his performance.

So now it’s time to graciously and kindly say to that non-performing board member: ‘You need to step down. Please resign because you cannot fulfil what you agreed to do.’

​This sure takes a long time!

Yes, indeed. And it isn’t easy. But it isn’t as hard as organisations (and people) think it is.

It is not acceptable to keep non-performers around. Non-performers de-motivate and frustrate hard workers. Non-performers waste valuable staff and board time.

Your unwillingness to deal with non-performers sends a very bad message to others.

This is serious business. Get it together.

​But…

I know, you have ‘buts’. Talk about them. Explore them. That’s part of getting it together.

This is scary and worrisome. What if the person gets mad and badmouths you? Make sure you do this graciously and carefully. And exactly how will they badmouth you? ‘The organisation asked me to resign because I wasn’t performing well.’ Hmmm…

You think it’s hard to find board members and don’t want to lose any. Hey! Your organisation deserves high-performing board members. Don’t accept less. Yes, there are more candidates out there. Look harder.

​And finally

This is actually not about firing lousy board members. This is about enhancing attrition. You work hard to avoid thank and release. And you never use the word ‘fire’.

​Really finally

I’ve written an entire book about firing lousy board members. Firing Lousy Board Members – And Helping the Others Succeed will be published by Charity Channel Press in the autumn of 2013.

Notes

[1] Enabling is the process of empowering others. Effective enablers clarify roles and relationships, identify and remove barriers, communicate to build learning, provide direction and resources, coach and mentor people to succeed. See Strategic Fund Development: Building Profitable Relationships That Last, 3rdedition (John Wiley & Sons, USA, 2011) to learn about enabling.

Boards beware! Hire execs who understand governance and can effectively enable the board and its members to do the right work in the right way. If there’s a good candidate who doesn’t yet know enough about governance, make sure she develops this expertise darn fast!

[2] Visit www.simonejoyaux.comfor sample policies and procedures related to the board and its operations. Click onresources and visit the free download library.

[3] See board member performance expectations in my free download library at www.simonejoyaux.com. By the way, the last item in my board member performance expectations is ‘agree to step down if you do not fulfil these obligations’.

[4] See recruitment tools in my Free Download Library,www.simonejoyaux.com.

[5] Conduct the interview in a way that allows you not to invite the candidate to serve on the board. You don’t promise a paid job to a candidate when you first begin the interview. See the tools in my Free Download Library.

[6] Some organisations call this the governance committee; others call it the board development committee. Don’t use the term ‘nominating committee’. The scope of work is much broader than just nominating candidates.

About the author: Simone Joyaux

Simone Joyaux

Simone P Joyaux, ACFRE is described as ‘one of the most thoughtful, inspirational, and provocative leaders in the philanthropic sector’. A consultant specialising in fund development, strategic planning and board development, Simone guides countless organisations and professionals through her consulting and coaching, teaching and writing. She teaches in the graduate programme for philanthropy at Saint Mary’s University, in Minneapolis, USA. Her books include Keep Your Donors, Strategic Fund Development and Firing Lousy Board Members. As a volunteer, Simone founded the Women’s Fund of Rhode Island, a social justice organisation. Simone and her life partner have bequeathed their entire estate to charity.

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