I spoke with a person who has been both a board member and a staff member at many nonprofits. He shared a story that touches on board governance, fiduciary duties, and accountability.

When Board Members Go Rogue: A Lesson in Governance and Accountability

I served on the board of a large social services nonprofit with a long history and a very strong grassroots membership base. One of the organization’s greatest strengths was that its members really did have a voice in how it was run, including electing board members. That was intentional. It was part of the culture and embedded in the bylaws. But that strength also created a governance problem I hadn’t really appreciated until I was sitting on the board.

A Board Elected by the Members

The organization had a 15-member board. The membership elected five directors each year to three-year terms, and board members could serve two consecutive terms. In theory, every member could vote. In practice, as with many membership organizations, only a relatively small percentage actually did.

Most of the people who ran for the board had been involved with the organization for years. They had worked their way up through local chapters, committees, or other volunteer leadership positions. This meant we had board members who cared deeply about the organization and its mission. They understood its history and had strong relationships with members.

But one downside became apparent: What happens when an elected board member doesn’t fulfill their fiduciary responsibilities—or is actually harming the organization? In our case, the answer was: not much.

When an Executive Director Resigned

The problem came to a head when our executive director resigned. Like many executive departures, it wasn’t completely straightforward. Internal staff issues and other circumstances contributed to the resignation, and the board had to manage the transition carefully. We also needed to manage communications carefully. The board had policies on who was authorized to speak to the press, and it had communicated clearly to board members about the sensitivity of the situation and the importance of speaking with one voice.

Two board members ignored that direction. They had previously disagreed with the executive director over a policy. Importantly, that disagreement had nothing to do with why the executive director was leaving. But the two directors spoke with reporters and presented their own version of what had happened. They characterized the departure as a firing and connected it to their policy dispute with the executive director.

Because the organization was prominent, the press picked up the story. Suddenly, two board members’ versions of events began to define the public story about the organization. That created all kinds of problems.

Among other things, the board was trying to manage a sensitive leadership transition and had negotiated a non-disparagement agreement with the departing executive director. Now our own board members were publicly discussing the situation in ways that complicated both the transition and the organization’s relationship with the former ED.

The Board Couldn’t Hold Its Own Members Accountable

You might assume that if board members violate board policy, ignore explicit instructions about confidential matters, and potentially damage the organization, the rest of the board can remove them. We couldn’t. Our bylaws were written to ensure the organization remained controlled by its members. Because members elected the board, the bylaws essentially said that only the members could remove a director. And removal required a supermajority of member approval. For all practical purposes, it was nearly impossible.

We discussed sanctions and formally addressing the directors’ conduct. We tried to establish clear expectations about their responsibilities as board members. It didn’t make much difference. They knew the board couldn’t remove them.

We already had a dysfunctional board dynamic. This made it worse. On issue after issue, votes were 13–2.

A 13–2 vote might sound like a board that overwhelmingly agrees, but that wasn’t really what was happening. The same two people were almost always on one side, and everyone else was on the other. I’d actually rather see an 8–7 or 9–6 vote from time to time. That means people listen to each other, think about the issue, disagree, and then vote based on their judgment. But we had essentially two camps—one consisting of two people and the other consisting of everybody else. That’s not healthy governance.

Neither is on the board anymore. One ran for reelection and lost. The other reached their term limit. But relying on an election or waiting for someone to term off a board isn’t how you solve a serious governance issue.

The Bylaws Had Become Part of the Problem

We knew the bylaws needed work, but changing them also required a vote of the membership. That’s not a small undertaking with a large membership. It’s expensive, time-consuming, and difficult to get enough members to participate. So, we have a strong incentive to leave the bylaws alone. However, I think we need to find a way to update them.

The problem is that bylaws don’t necessarily age well. Laws change. Organizations change. Technology changes. The way boards operate changes. Something that made perfect sense when the organization was founded may create serious problems decades later.

In our case, provisions designed to protect member control had also made it extraordinarily difficult for the board to police its own conduct. That’s an important distinction. You don’t want the majority of the board to be able to remove someone simply because they disagree with them. Dissent is healthy. Directors should be able to challenge leadership and ask uncomfortable questions. But disagreement is very different from violating confidentiality, disregarding board policies, ignoring fiduciary responsibilities, or taking actions that harm the organization. Governance documents need to recognize that distinction.

Don’t Wait for a Crisis to Read Your Bylaws

This experience changed the way I look at bylaws. Most of us don’t join a nonprofit board and immediately sit down with a cup of coffee and read the bylaws from beginning to end. We probably should. And even if you’ve read them, it’s worth going back periodically and asking whether they still work for the organization you have today—not the organization you had 20 or 40 years ago.

State nonprofit laws change too. If your attorney says your bylaws need updating to comply with current law, that’s a good opportunity to review the whole document rather than just fix one outdated provision. Think of it as an omnibus review.

While bringing the bylaws into compliance with state law, also consider practical governance questions. How are directors elected? How are vacancies filled? What happens when a director repeatedly violates board policy? Can a director be suspended or removed? Who has that authority? What vote is required? What protections ensure those provisions can’t be used to silence someone who disagrees with the majority?

Those questions can seem pretty theoretical when everything is going well. They don’t feel theoretical when you’re in the middle of a crisis.

Lessons Learned

Make sure the board can hold its own members accountable. A board has fiduciary responsibilities to the organization. A board needs a process to address a director who seriously violates those responsibilities or the board’s code of conduct. Removal should be difficult enough to protect legitimate dissent—but it shouldn’t be effectively impossible.

A policy isn’t enough on its own. We had a clear rule about talking to the press and clear communication about it. It didn’t matter because there was no enforcement or way to hold a violator accountable.

Don’t confuse dissent with misconduct. You don’t want a board where everyone agrees all the time. Look at the pattern. Do directors listen to one another and occasionally change their minds? Are different coalitions forming around different issues? Can people disagree and then move on? A director who questions the executive director, challenges a budget, opposes a policy, or votes against the majority isn’t necessarily a problem. In fact, that may be exactly what a good board member should do. Healthy boards can have vigorous disagreements without becoming permanently divided into camps.

The issue is conduct: breaching confidentiality, disregarding established policies, misrepresenting board decisions, or putting personal agendas ahead of the organization’s interests. Governance policies should distinguish between the two.

Have policies around sensitive situations before you need one. Nobody wants to write policies assuming that something will go wrong. Do it anyway. The best time to decide how to handle a rogue director, a leadership transition, a lawsuit, a delicate HR issue, or other sensitive situations is before they happen.

Everyone should be clear about who is authorized to speak publicly on behalf of the organization and what happens when those rules are ignored. Good governance isn’t about assuming the worst of people. It’s about putting structures in place so that when something does go wrong, the board has a fair, thoughtful, and workable way to deal with it.

Don’t let old bylaws become untouchable. Bylaws should help an organization govern itself. They shouldn’t become historical artifacts that nobody wants to touch because changing them is too difficult. Review them periodically with legal counsel, particularly when state law changes or the organization has grown substantially.

And don’t just ask, “Are these bylaws legal?” Ask, “Would these bylaws actually help us govern the organization if something went badly wrong?” That’s a much more useful question.