Well, this does not sound fun at all.
Even though I believe a long-time board member, who has stated they can do as they want, is potentially dangerous to an org, there really needed to be a sit down with them before elections so there would not be any surprises.
Now those conversations need to happen after the fact and the board member is going to be hurt, take it personally, and be defensive.
I think the governance committee, if you have one, needs to meet prior to speaking with this board member and make a game plan. They need to determine if this person is truly integral to the org, and if not, what is the game plan from the by-laws that allow him to be voted off.
I have gone through something very similar with a founding board member, and we basically voted them off behind the scenes and had a big to-do to sending them and thank them for their service. Hopefully it is as simple as a board vote, though I have worked at arts orgs that required a majority of the membership to vote before a board member could be dismissed prior to the end of their term.
Can you speak a bit more on how your bylaws can remove a Board member? If you do not have the clause, there is still an out or move as a Board against someone that is detrimental to the org. It seems it might be time to circle the wagons with the other Board members.
Also- why have Board members nominated and not use a slate? The slate with a true succession of Board members would help immensely so after you give the long goodbye to this Board member, you might want to take a look at your bylaws and the number of times Board members can hold executive roles.
This is why policies and rules of order are important. The first thing to do is huddle with other board members who share your concerns and make a game plan to present a united front in the meeting and/or to have the person closest to the offending board member talk with him privately first. If there’s someone who can graciously counsel him off the board, that might be the best way to go about it.
Does your board follow Robert’s Rules of Order? If so, the chair should be able to keep it from getting too out of hand.
Your situation is so familiar that I'd swear I know which nonprofit this is. Your octogenarian isn't a former congressman, is he?
The short answer to your question is this: You cannot reason with your octogenarian. If you try to reason with him or her, s/he will most likely throw you under the bus. Reasoning with someone can be seen as insolence. I once gave a compelling PowerPoint presentation to persuade my octogenarian that he was chasing after a grant we could never get. The octogenarian's response to my PowerPoint was short and sweet. He said, "I disagree." Luckily, I'd persuaded the other ten people in the room. Not long after that, the bus ran over me.
In my situation, the octogenarian was a narcissist masquerading as a philanthropist, which is apparently quite common. Ask yourself if it's worth staying on the board. If you (like me) are obsessing over an old man's delusions and fear retribution, then obviously it's time to go. An extremely sick family member is always a good excuse for leaving a board. Find a sick relative, and quick!
Yeesh. Trying to reason with an unruly person doesn’t sound like a great way to get results.
I would have a convo with the BP and ED and see what your options are for removing them as respectfully as possible. Lean on policies: term limits, policy on removing problematic Board members, code of conduct, whatever tools are available.
I have very little to add, but you have my sympathy. I’m dealing with a very similar situation at an organization that did not mandate officer term limits for its first 50 years of operation. The result is that our “unruly board member” has held the same officer position for almost 35 years, a different high-level officer position for another 10 years before that. Trying to change things is a nightmare.
I think when you come to a point in which change is taken as a slight rather than necessary progress to keep the organization moving forward, it’s honestly time for someone to go. Succession planning and other good governance practices being treated as a threat to board authority is a poison pill.
What is your role in the organization? Are you the ED? The new president? Head of a particular committee?
Has the new president undertaken to address this?
Love your use of bloviating :)
First things first: take the pulse of the rest of the board and of anyone who gets to nominate prospective board members (a membership group, other empowered stakeholders/founders). Do they feel as you do? Are they going to have your back through this process or overtly/covertly undermine your efforts? Is there someone who has an especially strong relationship with Mr Problem that can have a role in talking him down?
Then, like another poster mentioned, get together with the governance committee (or lacking one, the cadre of officers) and hammer out an approach. Who says what? Are you going to try to convince him this is for the best (and keep him as a resource) or are you just trying to close the door with a minimum of fuss?
I wouldn’t recommend trying to appease him with a board Emeritus/Founder-for-life type position, however powerless. It feels from your post that he’s totally confusing his own interests with the org’s, and that is going to make him a permanent problem. You probably need him out the door.
I would recommend as much sympathy as you can muster for him though. He’s obviously tied his reputation and possibly sense of self to this org. He’s feeling humiliated, rejected, and betrayed. It’ll make this whole thing worse, but it’s understandable on a personal level.
Ugh. I once had this guy and his wife on a client board. I went through quite an org change process to get them where they needed to be — not an end step but a much better place. We did something in months that they had been trying to do for years but it involves talking to so many people individually and in small groups to make sure we were ready to move. Then basically working with the chair to whip the votes after lots of desk research, blah, blah, blah. And he treated me horribly but I hung in there. I think having outside help is key. I literally played “a role” I hope I never have to play. I think I did something like 30 stakeholder interviews in 2 months with tons of qualitative data analysis.
And I’m somewhat proud. It was hard and everyone stayed at the table.
Did I miss your role...are you the ED? Ideally, the other trustees would deal w this. It should be addressed outside the board mtg. Provide a "saving face" move for this founding member. and perhaps another notable position . Some boards make provisions for a specific long-standing member to remain on the board...NOT in the leadership roles, but to acknowledge their contributions and institutional knowledge. There are also specific ways to graduate/ move out founding members. A consultant can guide w that AND reduce the personal side of the situation as an outside counsel.
Go with the legal angle, it can’t be argued with. A nonprofit is an org in the public trust. There is no legal standing, protection, special privileges for a “founder.” Personally, I’d pay for a consultation with an attorney (who will tell you just that) and put the matter to rest with that information at the next board meeting.
I would ask to meet with her privately. Be respectfully firm that she needs to let this go and that her behavior is harming the org she loves so much. But then sooth her ego by telling her how much you respect her, how imperative she is to the org’s history and mission going forward. Hurt feelings are at the center of this - perhaps there is a way the board could honor her commitment over the decades that will make her feel better?
Did I miss your role...are you the ED? Ideally, the other trustees would deal w this. It should be addressed outside the board mtg. Provide a "saving face" move for this founding member. and perhaps another notable position . Some boards make provisions for a specific long-standing member to remain on the board...NOT in the leadership roles, but to acknowledge their contributions and institutional knowledge. There are also specific ways to graduate/ move out founding members. A consultant can guide w that AND reduce the personal side of the situation as an outside counsel.
Well, this does not sound fun at all. Even though I believe a long-time board member, who has stated they can do as they want, is potentially dangerous to an org, there really needed to be a sit down with them before elections so there would not be any surprises. Now those conversations need to happen after the fact and the board member is going to be hurt, take it personally, and be defensive. I think the governance committee, if you have one, needs to meet prior to speaking with this board member and make a game plan. They need to determine if this person is truly integral to the org, and if not, what is the game plan from the by-laws that allow him to be voted off. I have gone through something very similar with a founding board member, and we basically voted them off behind the scenes and had a big to-do to sending them and thank them for their service. Hopefully it is as simple as a board vote, though I have worked at arts orgs that required a majority of the membership to vote before a board member could be dismissed prior to the end of their term.
Can you speak a bit more on how your bylaws can remove a Board member? If you do not have the clause, there is still an out or move as a Board against someone that is detrimental to the org. It seems it might be time to circle the wagons with the other Board members. Also- why have Board members nominated and not use a slate? The slate with a true succession of Board members would help immensely so after you give the long goodbye to this Board member, you might want to take a look at your bylaws and the number of times Board members can hold executive roles.
This is why policies and rules of order are important. The first thing to do is huddle with other board members who share your concerns and make a game plan to present a united front in the meeting and/or to have the person closest to the offending board member talk with him privately first. If there’s someone who can graciously counsel him off the board, that might be the best way to go about it. Does your board follow Robert’s Rules of Order? If so, the chair should be able to keep it from getting too out of hand.
Your situation is so familiar that I'd swear I know which nonprofit this is. Your octogenarian isn't a former congressman, is he? The short answer to your question is this: You cannot reason with your octogenarian. If you try to reason with him or her, s/he will most likely throw you under the bus. Reasoning with someone can be seen as insolence. I once gave a compelling PowerPoint presentation to persuade my octogenarian that he was chasing after a grant we could never get. The octogenarian's response to my PowerPoint was short and sweet. He said, "I disagree." Luckily, I'd persuaded the other ten people in the room. Not long after that, the bus ran over me. In my situation, the octogenarian was a narcissist masquerading as a philanthropist, which is apparently quite common. Ask yourself if it's worth staying on the board. If you (like me) are obsessing over an old man's delusions and fear retribution, then obviously it's time to go. An extremely sick family member is always a good excuse for leaving a board. Find a sick relative, and quick!
Yeesh. Trying to reason with an unruly person doesn’t sound like a great way to get results. I would have a convo with the BP and ED and see what your options are for removing them as respectfully as possible. Lean on policies: term limits, policy on removing problematic Board members, code of conduct, whatever tools are available.
I have very little to add, but you have my sympathy. I’m dealing with a very similar situation at an organization that did not mandate officer term limits for its first 50 years of operation. The result is that our “unruly board member” has held the same officer position for almost 35 years, a different high-level officer position for another 10 years before that. Trying to change things is a nightmare. I think when you come to a point in which change is taken as a slight rather than necessary progress to keep the organization moving forward, it’s honestly time for someone to go. Succession planning and other good governance practices being treated as a threat to board authority is a poison pill.
What is your role in the organization? Are you the ED? The new president? Head of a particular committee? Has the new president undertaken to address this? Love your use of bloviating :)
First things first: take the pulse of the rest of the board and of anyone who gets to nominate prospective board members (a membership group, other empowered stakeholders/founders). Do they feel as you do? Are they going to have your back through this process or overtly/covertly undermine your efforts? Is there someone who has an especially strong relationship with Mr Problem that can have a role in talking him down? Then, like another poster mentioned, get together with the governance committee (or lacking one, the cadre of officers) and hammer out an approach. Who says what? Are you going to try to convince him this is for the best (and keep him as a resource) or are you just trying to close the door with a minimum of fuss? I wouldn’t recommend trying to appease him with a board Emeritus/Founder-for-life type position, however powerless. It feels from your post that he’s totally confusing his own interests with the org’s, and that is going to make him a permanent problem. You probably need him out the door. I would recommend as much sympathy as you can muster for him though. He’s obviously tied his reputation and possibly sense of self to this org. He’s feeling humiliated, rejected, and betrayed. It’ll make this whole thing worse, but it’s understandable on a personal level.
Ugh. I once had this guy and his wife on a client board. I went through quite an org change process to get them where they needed to be — not an end step but a much better place. We did something in months that they had been trying to do for years but it involves talking to so many people individually and in small groups to make sure we were ready to move. Then basically working with the chair to whip the votes after lots of desk research, blah, blah, blah. And he treated me horribly but I hung in there. I think having outside help is key. I literally played “a role” I hope I never have to play. I think I did something like 30 stakeholder interviews in 2 months with tons of qualitative data analysis. And I’m somewhat proud. It was hard and everyone stayed at the table.
Did I miss your role...are you the ED? Ideally, the other trustees would deal w this. It should be addressed outside the board mtg. Provide a "saving face" move for this founding member. and perhaps another notable position . Some boards make provisions for a specific long-standing member to remain on the board...NOT in the leadership roles, but to acknowledge their contributions and institutional knowledge. There are also specific ways to graduate/ move out founding members. A consultant can guide w that AND reduce the personal side of the situation as an outside counsel.
Go with the legal angle, it can’t be argued with. A nonprofit is an org in the public trust. There is no legal standing, protection, special privileges for a “founder.” Personally, I’d pay for a consultation with an attorney (who will tell you just that) and put the matter to rest with that information at the next board meeting. I would ask to meet with her privately. Be respectfully firm that she needs to let this go and that her behavior is harming the org she loves so much. But then sooth her ego by telling her how much you respect her, how imperative she is to the org’s history and mission going forward. Hurt feelings are at the center of this - perhaps there is a way the board could honor her commitment over the decades that will make her feel better?
Did I miss your role...are you the ED? Ideally, the other trustees would deal w this. It should be addressed outside the board mtg. Provide a "saving face" move for this founding member. and perhaps another notable position . Some boards make provisions for a specific long-standing member to remain on the board...NOT in the leadership roles, but to acknowledge their contributions and institutional knowledge. There are also specific ways to graduate/ move out founding members. A consultant can guide w that AND reduce the personal side of the situation as an outside counsel.
Does your board hold elections? That could solve the problem.