The Bad Apple
You know the old saying … ‘One bad apple spoils the bunch.’
According to Merriam-Webster, when we use the phrase ‘bad apple’ to refer to a person, we mean ‘someone who creates problems or causes trouble for others; specifically: a member of a group whose behavior reflects poorly on or negatively affects or influences the remainder of the group.’
Oddly enough, over time, the concept has been used to describe the opposite situation. In recent times, we quite often hear that ‘a few bad apples’ should not be seen as representative of the rest of their group.
When it comes to a board of directors, which is it? Does one troublesome director spoil things for everyone else on the board? Or is it a situation that we just have to learn to live with? The answer is … it depends.
Difficult Board Members
What kind of behavior gets a director labeled as ‘difficult’ by their fellow board members? It ranges from annoying to toxic. It’s important to ask ourselves the question, ‘How much of a problem is this behavior, really?’ Is it disruptive or is it destructive? The answer will influence how we deal with it.
A yes answer to any of the questions below points to destructive behavior which is not in the interest of the board.
- Is the behavior so divisive, abusive, overbearing or distracting that it impedes the board’s ability to do its work?
- Are other board members quitting or threatening to quit because they ‘can’t take it anymore’?
- Are large portions of board meetings spent doing damage control from this behavior?
- Do board members behave in a reactive mode, either trying to defend against attacks or to preemptively attack?
- Is the tension level at board meetings so high that members dread or even stop attending?
On the other hand, if we can answer yes to any of the questions below, we’re probably just dealing with disruptive behavior.
- Is the behavior difficult and distracting but not necessarily destructive?
- While board members don’t enjoy this behavior, can they tolerate it?
- Is the board able to be effective and get things done in spite of this behavior?
Sometimes directors – especially on non-profit boards - don’t fully understand the commitment they’re making when they accept a position on the board, and they may struggle to understand their role and the expectations placed on them. Directors who are unable or unwilling to fully participate, or whose behavior is annoying or irritating, will quickly become thought of as a bad apple.
Other directors are poor communicators, or they’re just contentious by nature. Fellow board members may cringe or may hesitate to voice their opinions. Meetings are unpleasant, but you can’t say these directors actually derail the work of the board.
We’ve probably all been frustrated by board members with this kind of frustrating behavior, such as:
- The absentee director. This director doesn’t often attend board meetings or take part in many board events.
- The non-contributor. This director is a silent fixture at most meetings, rarely if ever contributing to discussions and never volunteering for tasks.
- The unprepared director. This director attends meetings but doesn’t review the material ahead of time or carry out assigned tasks.
- The rambler. This director drones on and on, speaking at length, wandering off track, and restating points people have already heard.
- The dominator. This director has the loudest voice in the room, dominating discussions and talking over other board members to make their view heard.
- The contrary director. This director resists change and shoots down every idea, no matter what evidence is put forward.
- The second guesser. This director tries to resurrect and change decisions the board has already made.
Then there is another type of board behavior, that goes far beyond being just annoying, irritating, or disruptive. We might describe it as destructive, abusive, toxic, divisive, or even unethical. Left unchecked, a director like this threatens to be the bad apple that truly spoils the bunch. They cause outright dissension on the board and may even damage its reputation, making it hard to attract new directors.
Here are a few examples of board members with what I would call destructive behavior:
- The empire builder. This director appears less interested in the organization than in how they can use their position to further their own personal or business ends.
- The underminer. This director seems to be working against the organization rather than for it. They don’t support majority decisions that they didn’t vote for, walk out of meetings, and bad-mouth the board to others.
- The conflicted director. This director has a continuing conflict of interest that results in not being able to vote regularly on important matters. Or worse, this director has a conflict of interest that they did not declare.
- The director in breach of fiduciary duty. Any board member who fails to meet their fiduciary duty or their duty of care can no longer make a contribution to the board and puts the entire board and the organization at risk.
- The unethical director. Ethical infractions like sexual harassment, fraud, or criminal behavior will damage the organization’s reputation quickly, sometimes beyond repair.
Four Ways of Dealing with a Difficult Director
Preventing the problem, managing it, taking action and saying good-bye are four ways that boards deal with a difficult director.
1. Preventing the problem
The best answer to the question, ‘How do we deal with a difficult director?’ is not to have to ask it in the first place. There are structures and practices that can reduce the possibility of having to deal with a bad apple on the board. They include:
- Board recruitment. Ensure you have a rigorous board member selection and recruitment process in place, including screening, to allow a proper assessment of potential members before they are oﬀered a place.
- Trial periods. Consider offering potential new board members an external seat on a board committee before they are invited to join the full board.
- Director orientation. Implement an eﬀective onboarding program to ensure all new board members understand their role and are aware of all their responsibilities.
- Director assessments. Establish a process to allow for regular assessment of directors’ performance.
- Feedback mechanisms. Invite directors to provide regular anonymous feedback on any problems or issues they perceive.
- Term limits. If your by-laws don’t currently specify term limits, consider adding them.
2. Managing the problem
Secondly, there are steps we can take to try to minimize the impact of bad apples. They include:
- Reminder of responsibilities. Have directors regularly affirm that they are aware of their responsibilities to attend meetings, review material ahead of time, take part in board discussions, and act as a member of a team.
- Written norms of behavior. Agree on and adopt norms of behavior, then hold each other accountable if the norms aren’t followed.
- Conflicts of interest. Ensure all members are familiar with the board's ethics and conﬂict of interest policies, and that all conflicts of interest have been declared.
- Discourage absenteeism. Consider ‘naming and shaming’ directors with poor attendance by publishing attendance records. If the by-laws require a minimum level of attendance, point this out to them.
- Encourage active participation. The board chair can ask non-contributing directors to speak up or take on tasks. This kind of direct approach can help bring shy directors out of their shell.
- Rules of debate. The board chair can use procedures to assure that all views are heard and decision-making rules are followed to the letter. This reduces the opportunity for anyone to accuse the board of unfair or improper decision-making.
- Time limits. In the agenda, include the time allotted for each item, and impose time limits on each contributor to help make sure meetings aren’t dominated by one person.
3. Taking action
If procedural means are not effective, direct intervention might be in order. First decide if the behavior warrants confronting it. If the answer is yes, then the behavior needs to be addressed in a one-on-one meeting with the board chair, governance committee chair, or someone else whom the person holds in high regard and would listen to.
In the article 5 Tips for Dealing with Difficult Board Members, author Linda Wastyn offers these tips for what is bound to be an uncomfortable conversation.
- Confront the issue head on and in person. If a director doesn’t perform their assigned role, has a bad attitude or does something that casts a pallor over the organization, discuss it with them as soon as you become aware of the issue. Have the discussion in person for the best chance for an open, honest dialogue. Whatever you do, don’t try to handle it through email. You could just start up an email war.
- Focus on the organization not the person. Ask what change will allow them to best meet the organization’s mission. Make it clear that you need them to change behavior not because they’re a bad person, but because doing so will better serve the organization.
- Use specific examples. Generalities can be easily disproved and hard to act on. Instead, describe specific behaviors and their impact. This can be the start of a fruitful conversation rather than a defensive argument.
- Use ‘I-messages.’ Describe the troublesome behavior in terms of its impact on you or your perceptions of it. This approach decreases defensiveness by making sure the person doesn’t feel attacked.
- Listen. State your objection, then give them a chance to process it and talk. You might find that what you perceive as a problem is just a misunderstanding.
4. Saying good-bye
When a board director is causing more issues than helping move the mission forward, other members of the board may recognize that it’s time for the problem director to leave.
Asking a board director to step down is uncomfortable for everyone. If the board chair has been having regular discussions with the director about lackluster performance, it shouldn’t come as a surprise. The director may be more ready to leave than others think and may be relieved that someone else brought it up first.
It can be difficult to ‘fire’ a board member who doesn’t want to step down. Statutes and by-laws can tie a board’s hands in terms of how and if a board member can be removed. As laws vary by jurisdiction, consulting a lawyer is advisable.
Timing is everything when it comes to making a decision about asking a board member to leave the board. The board has many things to consider, such as when term limits are up, whether it’s best to ride it out or take action, and whether the director’s departure needs to be permanent or temporary.
It’s best to think the situation through carefully, and not rush it. First consider all the options short of outright removal, including allowing a temporary leave of absence; creating a temporary non-board position for them; asking them to resign of their own accord; choosing not to re-appoint when their current term ends; or allowing term limits to expire.
In extreme circumstances, the board might have to consider removing a troublesome board member. The by-laws typically include language for impeaching a director for egregious acts such as conflicts of interest and not fulfilling board duties. It often involves a two-thirds vote by board members or the organization's full membership. This course of action should be a last resort, as it can be damaging to the board, the organization and the membership.
Removing a director is almost always an unsettling event for boards. It’s a good idea to debrief the remaining board members about the situation afterwards. The board should consider how to prevent such a situation from escalating in the future, perhaps by amending the by-laws or policies, tightening up the nomination process, improving the orientation and board training programs, and implementing the practice of the board chair providing regular feedback.
- There’s almost always someone on the board whom you may find irritating. But is their behavior disruptive or destructive?
- A robust board recruitment and onboarding process can help reduce the risk of troublesome behavior.
- The board can introduce procedural rules to help minimize the impact of certain troubling actions.
- Direct intervention may be called for in the form of a one-on-one meeting with the board chair.
- In the end, it might become necessary to ask the difficult director to resign.
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Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online hub with hundreds of guideline questions and resources to help prepare for your next board meeting.
Share Your Insight: What ideas do you have for dealing with a difficult director?