Hildy

Besides, which to choose? The vice chair who was moved up to chair because he had “paid his dues” despite public opposition to our new strategic plan, public actions that violated our key ethical values, the biggest ego anyone had ever seen and a request that I (as ED) call him “El Presidente”. I got sympathy notes from all over the country when the election results were announced. I learned he was incapable of uttering two sentences in a row without at least one of them being a lie.

Then there was the time the person groomed for Treasurer lost the election, and a new board member who had come out of nowhere volunteered. I got several surprises that AGM as a couple of directors decided to collect proxies on the quiet. He had a little, two-person financial planning company. His first act as Treasurer was to review the two proposals we had in hand from major, national financial services companies to supply our most important member benefit. Then he cherry-picked, put in his own proposal, and quit upon not getting the contract. But during that time, he had also refused to meet with me about budget preparation and turned up at the Finance Committee with his own version of a budget, with everything picked out the air since he also had not talked to the person who kept the financial records or looked at any financial statements. And no, it bore no relationship to the strategic plan either. He was furious when the Committee preferred my version. He and his partner (the other AG surprise, and still on the board) then cornered me at a national social event to bitch about how poorly he was treated with the largest audience they could find.

Then there was my first board, where I managed to get them to pass a conflict of interest policy that was intended to end some longtime conflicts at the upcoming election. But the primary director involved found a loophole in the wording and not only stayed on but got himself elected chair, with an invalid election and the support of the outgoing president who had been adamant about the policy. So in a charity with six full-time staff, one was his sister, one his wife and one married to his best friend. He got the terms limits and COI policy eliminated and is still there, chairing, twenty years later. Even his sister gave up and quit in disgust. That was my first COI policy writing; they are better now.

I also served on a national board where a respected director was elected chair except that none of us had realized he was starting to slip into mental illness. His professional background was in an agency known for secrecy (the Canadian equivalent of the CIA) but we had not expected that meant he would keep the board in the dark as much as possible. For example, in an all-volunteer national organization, he quietly signed a contract to bring in a civil servant on secondment, and stuck the Board with two years of a person who was difficult to supervise, expensive to have around, a constant source of problems and who accomplished absolutely zilch. That chair also brought in a new director I then found out was widely despised, male chauvinist, never ready for board discussions but always willing to loudly complain afterwards that our decisions were totally wrong, and completely unwilling to learn anything about governance. I had to step in as chair when the chair abruptly resigned after causing chaos; this was a very stressful board despite some other great directors. I burnt out trying to deal with these two problems at once (being about five hours away made it worse).

Need more?

It may not be politically correct to say, but sometimes the worst board member is actually the Executive Director!

The Executive Director often sets the tone for board (in)action. The ED usually controls the agenda and has the opportunity to “influence” information flow and dissemination to the board.

Most of the time a board is “asleep at the switch,” don’t be surprised to hear the ED playing a lullaby!

I served on a national board where the ED was perceived to be a savior. Indeed, he was highly skilled and perfect for a “turn-around” situation. However, he had only served as an ED of an excusive private school (he had a fundraising background). He was tone-deaf to the needs of a social welfare organization and its elected Trustees.

He used the board’s Executive Committee to ramrod his agenda and render the Trustees’ meetings into pro forma exercises where Executive Committee members helped quell discontent and stifle questions.

A Trustee faced pressure from peers with (presumed) access to greater information and experience, the fear that the savior ED might leave, and the doubt that their experience and status as a volunteer leader stacked up to the “professionalism” of the ED. With these factors weighing against them, the Trustees decided to not rock the boat and “question authority” — not understanding that they were the ultimate fiduciary authority.

I have been working with boards for 15 years and have not encountered this sentiment. I cannot fathom that this level of intent is that pervasive. Or am I just deluding myself?
HG

There were, however, some oddities over the years.

He purchased an enormous and costly new briefcase and an obscenely expensive new office chair after he was hired, charged of course to the nonprofit. The board was not concerned.

A few years later, he took the IT person to a big box computer store to purchase a home computer that had been authorized by the board at his request in lieu of a raise that year. But he asked the IT staff member to also pick out some good computer games for his daughter and other personal items. At the checkout, he claimed to have forgotten the company credit card and had her pay for it on her personal credit card, telling her to be sure to put in for reimbursement. The board was not concerned.

On more than one occasion, the ED would call in sick, but then at some point in the day his wife called to speak to him and would shriek at the secretary when told he was home sick. There was never an answer at home when agency staff tried to reach him there on his sick days. The board said they were not concerned with the ED’s sick or vacation days but measured only job performance.

An out-of-town conference trip was scheduled well in advance, but when the agency secretary tried to reach him at the conference concerning an urgent matter, it was discovered there was no conference. The ED said the conference had been canceled and he was not notified, so he decided to stay and enjoy himself. The board believed him.

The agency participated in Medicaid reimbursed programs and it was found that no request for reimbursement was made for a six-month period and the agency was short about a million dollars. The board frowned, but did nothing.

Then, finally, a few years later it was discovered that over a period of years, the ED had been embezzling money from the agency, totaling at least $20,000. It was also discovered that he had a longstanding gambling addiction. The board was outraged and fired him — after he was arrested and charged.

If this were a Harry Potter story, I would say the board was under an imperious curse. Unfortunately, it is just the sad tale of a board being asleep at the wheel.

Hi Hildy,
There are so many to choose from in my ten year career. I had one board member always come late, discuss (or should I say complain) about things not on the agenda of the meeting and answer cell phone calls. She wouldn’t even walk out and excuse herself to take the call.

There was another gentleman who joined the board simply to get business. It was only until my organization implemented a conflict of interest policy that practiced stopped, and he left the board. He later got a bigger contract from the national office to do educational programs.

Thanks for taking the wheel, gang! Can’t wait to hear more!
Hildy

When the local high-power physician’s turn came ’round, he decided that he was in charge of everything. Of course he had an agenda to advance and the plans he set in motion would make Machiavelli proud.

His first order of business was to demand an office in the nonprofit’s building. Of course I advised against it, vehemently, but the staff caved. He took over day to day operations, changed some program operations, cut staff and services and alienated donors. But his mission was accomplished. I still can’t figure out when he saw patients, which he still did!

Five years later, they are still trying to recover. I finished my contract and never looked back.

I suggested to the rest of the board that we set aside a number of tickets to be distributed through churches and social service agencies for seniors who could not afford the admission price.

The board president looked perplexed and then angry. “What do you think we are … a CHARITY??!!”

And he was serious.

The basic software product existed and could have been a shrink-wrap, but the company was trying to sell an enterprise software product, and that product barely existed and had many bugs. The Board saw PowerPoint slides depicting the product and never asked for live demonstrations.

The Board eventually saw there were some problems but did not investigate the extent. They hired a new CEO but did not reveal the truth about the company. To be honest, the new CEO also did not do his own due-diligence in his decision to join but he took the word of one of the Board members. End result: company closed 3 months after the new CEO joined and around 180 people lost their jobs.