How to Resolve Board Member Disputes

  • By: Adam Wire
  • September 12, 2024
Board member disputes
Reading Time: 3 minutes

Because boards of directors are composed of diverse members with varying perspectives, disputes can arise when making big decisions at board meetings. Board conflicts are often normal, healthy events. Board members should care about the decisions they make and feel free to express their opinions to the rest of the group regardless of any disagreements. 

However, the board chair should understand how to mediate board conflict before tensions rise to a level that impedes the board’s ability to work. Whether you serve a nonprofit board or a for-profit company, good corporate governance isn’t just about leading the organization to accomplish its goals. It’s about understanding how to manage people so they can be their best selves at work. In this article, we’ll explain how to resolve board member disputes to maintain a productive work environment.

Understanding Good Governance

Sound corporate governance is the source of all high-functioning organizations. It’s a system of rules that defines an organization’s decision-making process and how major stakeholders should conduct themselves when representing the organization.

When these guidelines are properly implemented, they create a set of standards that help cultivate a workplace culture based on fairness, transparency, responsibility, and risk management. Good governance also acts as a shield that protects the organization from financial, legal, and ethical issues. Examples of governance policies include keeping accessible records of board meeting minutes or other important documents, utilizing  training management systems, and conducting vendor audits. 

Open discussions with stakeholders and thorough data analysis inform effective governance policies that guide an organization’s daily operations.

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Steps to Resolve Board Member Disputes

Your governance framework should have some room for disagreements, but there comes a point when arguments must be curbed before they escalate. Here are some tips on how to settle board conflicts:

1. Facilitate Open Communication

Disagreements stem from miscommunication or misunderstandings between people. The natural impulse for many is to stop talking and avoid the issue completely, but this only makes the underlying problems worse and allows resentment to develop due to the lack of resolution. 

Boards can avoid this predicament by emphasizing open communication between all stakeholders. Management should facilitate constructive, good-faith conversations and encourage each party to be open about their feelings and share a willingness to collaborate with others to find the best solution. At the end of the day, every stakeholder is working in the best interests of the organization. 

2. Establish Clear Governance Policies

Guiding documents, such as your articles of incorporation, should include policies that define how board members should behave toward each other and the organization’s conflict resolution strategy. Putting these plans in place before you need them means senior management doesn’t have to scramble to formulate a plan to deal with disputes in real time. 

And remember: You always have the opportunity to amend board bylaws as your organization evolves.  

3. Establish Clear Roles and Responsibilities

Confusion over roles and responsibilities can quickly lead to conflict. To avoid this, your governance framework should clearly define each board member’s duties, decision-making authority, and areas of oversight. This clarity helps prevent overstepping and misunderstandings about who is responsible for what, especially when disagreements arise over strategic direction or operational matters.

4. Encourage Compromise

Spend enough time in boardrooms and you’ll soon realize there are plenty of decisions that don’t work out entirely as you would like. This is a feature, not a bug, of collective decision-making. Being stubborn can quickly become an unwanted obstacle that prevents organizations from making progress. 

Board meetings should be collaborative events, meaning all parties need to be open-minded and flexible enough to work with their fellow stakeholders to meet short and long-term goals. The best idea should always win out, regardless of who introduced it to the group. 

A willingness to compromise isn’t a weakness. It means you respect the perspectives of other board members and are willing to listen to their views. Active listening during board meetings and other discussions builds trust among the board of directors and fosters a supportive workplace culture. 

5. Seek Third-Party Mediation

Some board disputes can’t be repaired in-house. If an argument becomes too emotional and there is little chance of reaching a resolution, consult a mediator, consultant, or coach to offer a neutral outlook on the situation. The detached viewpoint allows a third party to provide impartial thoughts on the conflict and ask questions or make statements that would come across differently if they came from a person involved in the dispute. 

If you try all these methods and there’s still a hostile dynamic between parties, then it may be time to consider how to remove a board member.

OnBoard Powers Modern Boards

Knowing how to resolve board member disputes can be the difference between an organization that meets its potential or gets dragged down by conflict. OnBoard’s board portal software is built to foster collaboration and help boards fulfill their ambitions. Features such as integrated video conferencing, a secure messaging system, and meeting briefs help board members stay on the same page, whether conversations take place during in-person meetings or via a digital platform. 

Download our free board meeting minutes template to learn how the best boards document meetings.

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About The Author

Adam Wire
Adam Wire
Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.