Nonprofit Board Disruption—A Board Member’s Reflections


Nonprofit Board Disruption—A Board Member’s Reflections

By: Eugene Fram


A tsunami can suddenly erupt on a nonprofit board. Or, instead, dissension can smolder within the organization, and finally burst into flame. In any case, polarization of opinion can damage an organization unless skillfully managed. It can occur on many fronts: fraud, sharp division of opinion, staff morale or any number of issues. In turbulent times such as the Covid 19 environment, latent problems can swiftly escalate and create chaos.

Disruption on the Board can only be resolved with strong leadership. In most cases, the Board Chair (BC) assumes the responsibility of addressing the problem. In my 30+ years of board/consulting participation, I have had a number of opportunities to view nonprofit boards in trouble. In this post, I share some of the suggestions that have “worked” to resolve problems and help rebuild broken organizations.

When the BC has to accept the challenge of uprooting the problem, he/she is likely to be met with some resistance. Board members may resign from the board in anticipation of a substantial increase in meetings and time involved. Some may be concerned that their management reputation could be sullied or personal financial liabilities leveled by the IRS, the possibility of lawsuits.

If the BC is unable to persuade the distressed board members that their expertise is needed to achieve the nonprofit’s mission, and has made them aware of the Directors & Officers’ Insurance policy which will protect them from financial liability, it will be difficult to recruit new people in this period of instability.

However, the BC can ask former board members to return for another term or two. In one case, a human service organization persuaded a board member about to be termed out to stay for another two years. He happened to be a senior vice president of a listed firm–and a valuable asset to the nonprofit.   He accepted the offer to stay and agreed to become BC of the weakened organization. During his extended tenure, he successfully recruited some former members dedicated to the organization’s mission.

A Case of Disruption

One nonprofit long-tenured CEO retired. He was well-liked and had a “laid back” management style..

His replacement’s style was quite different. Soon after the new CEO had established himself with the organization, complaints from senior staff members reached the Board. They described his style as too “authoritarian.”

Board response was mixed—proposed solutions to the situation created polarization between two groups. One insisted on immediate termination of the newly hired executive. The other group suggested that he be retained and counseled by board members with significant management experience. A vote was taken and the latter group won by a small majority.

Three months later, the complaints escalated. The CEO’s “I’m in charge” attitude continued to cause friction and this time, he was replaced. The organization prospered for years under the newest CEO’s direction. In the interim between the two CEOs, a union hearing about the conflict, organized the professional staff. Because trust couldn’t effectively be restored, the union still represents the professional staff today! 

Other Stakeholders

Other stakeholder groups will need the leadership of the BC or the BC and CEO.

  • The media: Assuming the nonprofit’s issues become public, either the BC or CEO should be designated as the organization’s spokesperson. If neither of these persons feels comfortable in assuming this role, another board member should be appointed to the position. It must be clear to others on the Board or in senior management that only the designated spokesperson speaks for the nonprofit.
  • Staff Personnel: Generally the CEO should be responsible for keeping Staff informed. Under no circumstances should Staff be first informed by a media source.
  • Donors: Significant donors, foundations, government officials and others need to be contacted by the BC or CEO. If other board members or the CEO are also needed to handle the task, a list of “talking points” needs to be provided.
  • Vendors: If fraud or other financial manipulation is involved, the BC needs to consult with legal counsel, to determine who best should be the contact person to assure that vendors know they will be paid.

Legal Considerations

  • Engage An Attorney? It all depends on the complexity of the situation. Consulting with legal counsel would be required when terminating a staff person with a contract. It might not be needed if a police investigation determines a staff person has been stealing the nonprofit’s assets.
  • Board Determines Theft Punishment? I read about a situation where a staff person stole money. The Board continued the person’s employment as long as he repaid the funds. I hope that the board reviewed the action with an attorney to determine if its action met the criteria for due care.
  • Friends Group: Nonprofit board dissensions may motivate a group of former board members, donors or employees to form an outside cohort to help solve the problem. In several situations I have observed or have been involved, they have assumed the name “Friends of…..”. Based upon my experiences and observations, the cohorts have not been effective.

In the last three months, I have been in contact with two nonprofit BCs facing board and/or membership disruptions issues. Both have reported their frustrations with this comment, “ I didn’t signup for this, when I volunteered.” One has been able to settle the problem; the other is ongoing. I hope that other nonprofit BCs will keep the above guidelines in their repertories should they be placed in a similar position.















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