How Can a Nonprofit Board Chair Fix a Dysfunctional Board?

There are times when the governing body of any organization may appear to be “broken.” The board members, whether for-profit or nonprofit, may be polarized—progress is stunted – apathy and confusion replace purpose and efficiency.

A listing of ways to resuscitate dysfunctional business firms prompted me to expand on actions for nonprofits in similar conditions. When a nonprofit is in trouble, any chair, who is aware of his/ her leadership responsibilities, should aspire to be the “fixer “of the fractured board. But there is just so much he/s can do. Some failures have deep endemic roots such as outdated structure, personality conflicts, etc. The following actions are within the chair’s capability, and they can be useful in repairing board disruption.

Board Meetings By Design:

• Start with a plan. The chair and CEO should meet to map out the agenda using a 60-90 minute parameter to examine and discuss imminent issues.

• Send meeting agendas to the directors at least a week before the scheduled meeting. Keep the notices reader-friendly: operational details should be minimal—avoid boilerplate lists. A consent agenda can be used for some motions, as can e-mail votes on routine items, when legally acceptable.

• Promote attendance. The chair should make certain that all electronic venues (e.g. board room speaker receivers) are available for board members who are unable to attend.

• Staff personnel are frequently asked to make presentations at board meetings regarding their activities. Don’t let these get out of hand—give them advance notice of their time limit. Ask the CEO to do a detailed preview with the presenter.

• Make certain that policy and strategic matters are handled with thought and dispatch. In the event that the board chair is on overload with work or family issues, appoint a Lead Director to assist.

The Chair Mentors and Monitors Directors:

• The board chair must be continually attuned to his/her directors, both as individuals and as a team working collaboratively for the same goals. He/she should definitively have a presence in the board recruiting process. Given the frequent rotation of board members, the board chair is best equipped to know where the prospective gaps will be and what field of candidates should be approached. Ensure that at least a few of the nominees is knowledgeable in the field in which the mission has been established.

• An orientation for new board members should provide the context necessary for new members to begin their term of participation. It should have a time-compressed format that includes enough time for discussion and involvement.

• Board members need to know what will be expected of them during their service on the board. These responsibilities should be clearly documented and issued at the orientation. When a board member fails to attend meetings regularly, the chair usually has to initiate the action to notify the errant board member. Sometimes a board member may refuse to resign. There is little the board can do without creating internal conflict, arising from a division of board members who will support or veto such an action.

• With full agendas at monthly meetings, and committee meetings involving only one or two others, the board chair, and CEO need to bring board members together in gatherings or social events at which they can interact informally.

• Ensure that there is a rigorous evaluation of the CEO and the organization. Nonprofit board members often look to the board chair to set the right tone in these deliberations. With a light or incomplete evaluation, board members may leave themselves open to personal liabilities or reputation losses. It is not unusual for a CEO to be rated as good or outstanding and subsequently be terminated when a newly elected board brings higher standards to the process.

And finally—while it is said that the road to dysfunction can be “a slippery slope,” it is usually well marked with signposts of warning! The nonprofit board chair must lead with the above-disciplined practices to help get the dysfunctional nonprofit back on track.


Dr. Eugene Fram
Dr. Eugene Fram
Eugene H. Fram, Ed.D., is an expert in nonprofit governance, a business consultant and an award-winning emeritus professor of the Saunders College of Business at Rochester Institute of Technology (RIT). He is also the author of six books and more than 125 published articles and has been widely quoted by national media on topics ranging from business to high-performance nonprofits. His blog platforms on nonprofit governance have in excess of 3500 followers. He is a past recipient of RIT's highest award for outstanding teaching and one of a very select group awarded the Presidential Medallion, given to those making exceptionally significant contributions to the university. In 2012, a former student anonymously contributed $3 million to endow an RIT Chair in Critical Thinking in his name, an honor Dr. Fram describes as "a professor's dream come true!" Over his distinguished career, he has served on 12 nonprofit boards overseeing diverse community, national and professional organizations, and also has served on five for-profit boards. His particular passion is helping nonprofit boards perform at high levels as more is expected of these boards today than most people realize. He is the author of Going For Impact – The Nonprofit Director's Essential Guidebook: What to Know, Do and Not Do, and POLICY vs. PAPER CLIPS - How Using the Corporate Model Makes a Nonprofit Board More Efficient & Effective.

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