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[ASK AN EXPERT] What To Do With a Controlling Board President
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Our Ask An Expert series features real questions answered by Claire Axelrad, J.D., CFRE, our very own Fundraising Coach, also known as Charity Clairity.
Today’s question comes from a fundraiser who is fed up with their controlling board president.
Dear Charity Clairity,
Our non-profit organization president controls everything. The president is an ex-officio member of all committees. The president receives all incoming communication and controls any outgoing messages. There is an executive committee that is supposed to approve agendas, but the president changes the approved agendas at will. I am a co-chair of a bylaws revision committee. One goal is to amend the bylaws to correct this troublesome situation. In my opinion, the president is not in favor of the bylaws revision and is working against the committee. I requested two messages to go to the Board of Directors. The messages were simple updates about the committee work and both were approved by a majority of the committee for distribution to the Board. Past approved committee reports were distributed by the past president. This new president has refused to distribute the two messages. Do I have the right to email the report to the Board of Directors myself? If not, what recourse, other than petitioning to remove the president, do I have?
— Fed Up
Dear Fed Up,
You’re presenting a thorny issue which has both a human and a legal side.
On the legal side, generally, directors have no inherent individual authority or power. Their authority and power is exercised collectively as a board. Officers, on the other hand, are delegated with certain authority and power, which may be spelled out in a position or job description. So rather than thinking about what you, individually, have the right to do begin by thinking of the board-as-a-whole’s role
Additionally, what you ‘have the right’ to do is prescribed by your bylaws. If you have a provision in the bylaws that mandates sending committee meeting minutes to the board president, or perhaps to the board secretary, then legally you must comply with this bylaw provision. And, yes, it can become a bottleneck. However, this does not necessarily preclude sending updates about committee work that have been approved for distribution by a majority of the committee. I’m a bit concerned, however, that you mention ‘majority’ approval. To me, this means some members did not want the information distributed?
This gets to the human side of the equation. Whenever there is a ‘controlling’ president, often there are folks loyal to this individual. This can result in a divided board with two ‘sides’ jousting for their point of view to become the dominant one. A board divided will not stand. Ultimately, a healing conversation must take place or someone must leave.
Have you tried having a heart-to-heart conversation with the board president about how you’re feeling? You’ve indicated your opinion about how this individual feels about the bylaw provision you are contemplating. Have you asked the question point blank?
When the board president changes the agenda, do you hop on the phone and have a conversation about why these changes were made? Your characterization of the president making “at will” changes approved agendas sounds like you believe they’re doing it for no reason other than to be confrontational or authoritarian. I’m assuming this happens for all committees?
Talk to your fellow board members. Presumably, if this is becoming a problem hampering the work of the board, there are other committee chairs who share your concerns. Might you approach them for support? Could some of you get together and approach the board president jointly? Remember, the board as a whole owns the ultimate power and authority. And if a board leader isn’t respected and approachable, you do indeed have a conundrum.
I’d also suggest asking yourself one very important question: WHY? Why do you believe the board president is acting in this controlling manner? Perhaps they are operating from a place of fear or insecurity about the role into which they’ve been placed. Perhaps they feel if they don’t change/revise agendas they will be looked at as not doing their job.
Sometimes if you can step into another person’s shoes you will find the strategy that’s been eluding you up to this point. Sure, this person may just be a clueless jerk. They may, alternatively, just be open to constructive criticism positioned as coming from a place of love. Modeling a collaborative style that respects different points of view is critical. If the president isn’t leading this way, perhaps you and some of your fellow board members can do so.
Consider what outcome you really want. Is it the removal of the president? The ability to create agendas and send minutes without interference? Something else? If all else fails, nothing precludes you in the near term from reporting on your committee’s work at the next scheduled meeting of the full board. But that, alone, may not get you where you want to go.
Own your agenda and your power, legal and human, and move forward accordingly.
— Charity Clairity
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