I was having coffee with a friend recently and he told me about a problem he was experiencing on a non-for-profit board he sits on. An overly-enthusiastic lawyer on the board was insisting that he review all the organizations contracts even though they had already been reviewed by external legal counsel and the organization’s Executive Director was happy with them. This is a common issue on boards and one that needs to be dealt with quickly.
There are several actions the board must take. The first is to ensure that the Board Policy Manual contains a sections on the role of a director and their code of conduct. The job of a board member is to be independent from management which includes removing themselves from operational issues unless specifically mandated by the board. Once the lawyer dives down into operational issues he takes off his board hat and puts on his volunteer hat, which he is welcome to do however he then becomes subordinate to the Executive Director.
The second action is that the Chair of the board needs to meet one-on-one with the board member to ensure this action stops. It is poor governance, it undermines the authority of the Executive Director and it causes the Director to waste his time with the unsolicited advice. If the Chair is not able to reign in the lawyers actions then the entire board must address the issue which could result in the removal of the rogue director from the board.
The final action is to ensure that this problem does not use up valuable board time again in the future. A proper orientation to the board should cover the role of a board member as outlined in the Board Policy Manual.
