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Over the past 15 years our team have have worked with well over 500 association and not-for-profit Boards across Australia and New Zealand. While every Board is different, the same governance issues appear time and again. One of the most common is allowing one person’s behaviour to dominate the Board table.
Almost every Board has experienced it at some point. One director who seems to consume more time and energy than everyone else combined.
The meeting starts with a full agenda, but before long one discussion turns into three, decisions are delayed and other directors stop contributing because they know they won’t get the opportunity. The meeting finishes late and, despite everyone’s efforts, less has been achieved than expected.
The challenge is that the individual is often a respected volunteer, a long-serving director or someone who has made a significant contribution to the organisation. Rather than addressing the behaviour, many Boards simply work around it.
Unfortunately, that approach rarely solves the problem.
The obvious cost is longer meetings.
The greater cost is what happens to the Board over time.
Good directors become frustrated and eventually decide their time is better spent elsewhere. CEOs and Presidents spend valuable hours managing one individual instead of focusing on members and organisational priorities. Discussions become more about avoiding conflict than making the best decision for the organisation.
When that happens, governance starts to suffer.
Before taking action, it is important to understand the difference between a director who challenges ideas and one whose behaviour disrupts the Board.
Every effective Board needs directors who ask questions, challenge recommendations and make sure important decisions are properly tested. Healthy debate leads to better governance.
The issue is when a director continually revisits decisions that have already been made, dominates discussions, focuses on operational matters instead of governance, or uses every agenda item to promote the same issue.
Constructive challenge strengthens a Board.
Repeated disruption weakens it.
One mistake I often see is treating this as a personality issue.
It isn’t.
It is a governance issue based on behaviour, and behaviour can be managed.
Start with the structure of your meetings. A disciplined agenda, clear recommendations in Board papers, consent agendas for routine matters and limits around general business all help keep discussions focused.
Have a Board Charter or Code of Conduct that clearly sets expectations for how directors participate in meetings. When expectations are documented, the Chair can refer to agreed standards rather than making the discussion personal.
The Chair also needs to have a private conversation with the director. It should happen early, be respectful and deal with specific behaviours rather than personalities. In many cases the individual is genuinely unaware of the impact they are having, and once the issue is discussed they make the necessary adjustments.
Sometimes directors have considerable knowledge and experience but simply need a better outlet for their contribution. Giving them responsibility for a specific project or committee, with clear boundaries, can turn a frustrated director into a valuable contributor.
One of the advantages of conducting a Board evaluation is that it identifies patterns rather than opinions.
When several directors independently identify the same issues, the discussion moves away from personalities and focuses on improving the effectiveness of the Board.
This is one of the areas regularly identified through the AES Best Practice Self-Assessment, which benchmarks governance performance against more than 800 associations across Australia.
One Board we worked with had 15 directors, making it one of the larger Boards I have been involved with. The President and Vice President were married to each other.
On occasions, what started as a difference of opinion around the Board table would quickly resemble a domestic disagreement. Other directors became uncomfortable, discussion stopped and the focus shifted away from governing the organisation.
Neither believed they were affecting the meeting until an independent Board evaluation highlighted the impact their behaviour was having on the other 13 directors.
Once the issue was acknowledged and managed, the Board became far more effective.
It reinforced something I have seen repeatedly over the years. Governance problems are rarely about bad people. More often they are about behaviours that have been allowed to continue because nobody has been prepared to address them.
Most situations can be resolved through good leadership, clear expectations and effective governance processes.
Occasionally they cannot.
Where behaviour continues despite feedback and support, the Board may need to rely on its constitution, director renewal processes or term limits. These decisions should never be taken lightly, but neither should a Board allow one individual’s behaviour to reduce its overall effectiveness.
If someone came to mind while reading this article, your Board probably already knows there is an issue.
The real question is whether it will be addressed before it affects the performance of the entire Board.
If your Board would benefit from an independent review of its governance performance, our Association Best Practice Tool provides directors and CEO'S with a practical assessment benchmarked against more than 800 associations. It is an excellent opportunity to identify strengths, address weaknesses and improve the way your Board and organisation operates.
Most associations can provide a long list of membership benefits. They may include professional development, advocacy, networking, industry information, events, resources, accreditation, discounts and access to specialist advice. However, a list of benefits does not necessarily explain why someone makes the decision to join.
A renewal invoice is not a request for last year's money. It is a request to pay for next year's benefits. The moment a member — individual or corporate — opens that invoice, they make a decision: renew, or walk.
If your association is thinking about a rebrand because the colours look dated or a Board member doesn't like the typeface, stop. That's not the question worth asking. The real question is harder: does your organisation still represent the sector it claims to lead?
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