Boards are most effective when all members work together cohesively, so when a member brings a toxic or hostile attitude into the mix, it negatively affects the larger organization
Dealing with toxic members on a board of directors is a challenge that many businesses face, and it’s a situation that demands careful navigation, diplomacy, and, at times, decisive action.
In this blog, we’ll explore the various facets of dealing with toxic members.
How to Identify a Toxic Board Member
Within the framework of board member positions and the dynamics of corporate governance, identifying a toxic board member is a critical task. A toxic board member can undermine the effectiveness of the entire board and hinder an organization’s growth.
Here are some telltale signs that may indicate toxicity in a board member.
- Consistent disruptive behavior: A toxic board member disrupts meetings and discussions, diverting attention from critical issues. They may frequently interject with unrelated or controversial topics, making it challenging to maintain a productive atmosphere.
- Lack of collaboration: Collaboration is paramount for effective board governance. Toxic board members tend to resist collaboration, preferring to work in isolation or pursue their agendas independently of the board’s collective decisions.
- Pursuing a personal agenda: Toxic board members may put personal or hidden agendas first over the organization’s best interests. This behavior can lead to decisions that benefit them personally but harm the organization.
- Undermining board leadership: A toxic board member might challenge the authority and decisions of board leadership, such as the chairperson or CEO. This act undermines the chain of command and creates confusion within the board.
- Consistent negativity and pessimism: Toxic board members exhibit a consistently pessimistic outlook, dwelling on problems without offering constructive solutions. Their attitude can create a toxic atmosphere within the board.
- Breach of confidentiality: Maintaining confidentiality is critical in board discussions, as sensitive information is often shared. A toxic board member may disclose confidential information to external parties or use it against other board members.
- Insubordination: A toxic board member may display defiant behavior by openly ignoring board decisions or refusing to follow established protocols and processes.
- Hostility and personal attacks: In extreme cases, toxic board members may resort to verbal, emotional, or physical violence against other board members or the organization’s leadership. Such behavior can poison the working relationships within the board.
The process for removal or resolution will vary based on the executive board’s specific rules and governance structures of the organization.
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Steps for Dealing With a Toxic Board Member
Several factors can influence toxic behavior, from disagreements about board compensation to members who don’t share the values the organization promotes.
Here is a step-by-step way of dealing with a toxic board member.
1. Review the Organization’s Bylaws and Policies
These foundational documents are the foundation of governance within the organization, and detail provisions regarding the procedures for removing or disciplining board members.
By following the procedures outlined in the bylaws and policies, organizations can ensure due process is upheld during the removal or discipline of a board member. This action safeguards the rights of the organization and the questionable board member.
2. Document the Behavior
Having an objective record of the detrimental behavior of a board member provides clarity, credibility, and a factual basis for subsequent actions, whether those actions involve mediation, performance reviews, or, in extreme cases, the removal of the board member.
3. Consult With Board Leadership
Initiate an open and honest dialogue with board leadership. Share your concerns and provide them with the documented incidents of the toxic behavior. Encourage them to ask questions and seek clarification if needed.
Board leadership, including inside vs. outside directors, possesses extensive experience and a deeper understanding of the organization’s history and culture. Their insights can provide valuable context for addressing the issue.
4. Have a Private Conversation
Start a private, 1-on-1 conversation with the toxic board member. Approach this discussion with empathy and a desire to understand their perspective.
Express how their behavior affects the board and the organization. Collaboratively explore potential solutions and changes in behavior.
5. Conduct a Performance Review
The performance review should assess their contributions, behavior, and adherence to the organization’s code of conduct and policies. Involve other board members and leadership in this process to maintain objectivity.
The performance review outcomes can inform decisions regarding potential interventions, such as coaching, mentoring, or, in extreme cases, removal from the board.
6. Seek Legal Advice
Given the potential legal and governance complexities involved in removing a board member, it’s advisable to seek legal advice. Consult with legal experts who specialize in corporate governance to understand the legal implications, risks, and available options.
Legal counsel can guide you on the proper steps to take within the boundaries of the law and the organization’s governing documents.
Sample Letter to Remove a Board Member
Dear [BOARD PRESIDENT NAME],
I am writing to formally request the removal of [BOARD MEMBER NAME] from our organization’s board of directors. I understand this is a significant decision, and I want to comprehensively explain my request.
[PROVIDE A BRIEF BACKGROUND ON THE SITUATION, INCLUDING ANY SPECIFIC INCIDENTS OR ACTIONS THAT HAVE LED TO YOUR REQUEST.]
I believe that [BOARD MEMBER NAME]’s continued presence on the board is detrimental to the organization for the following reasons.
- [REASON #1]
- [REASON #2]
- [REASON #3]
Our organization must maintain high integrity, professionalism, and dedication to our mission. The actions and behaviors exhibited by [BOARD MEMBER NAME] have raised concerns among other board members, staff, and stakeholders, which may ultimately harm our organization’s reputation and effectiveness.
I request that the board of directors initiates the necessary procedures to address this matter promptly. Thank you for your attention to this matter. I look forward to a resolution allowing our organization to continue its valuable work without further disruption.
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About The Author
- 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.
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