Managing conflict on the board

This guide is for board chairs and board members when the board stops working well together: a vote that leaves people angry, two directors who can't be in a room, a founder and a new board member pulling in different directions, or one person who dominates every meeting. After reading, you'll know how to tell healthy disagreement from harmful conflict, how to calm things down, what to do when one director won't follow the rules, and how removal works if it comes to that.

This guide is about disagreements between people. A conflict of interest, where a board member could benefit personally from a decision, is a different thing with its own rules; see our conflict of interest policy template.

Disagreement is part of the job

A board that never disagrees isn't doing its job. Every director owes the charity the duty of care, which means asking hard questions and voting for what they believe is right (see what a charity board does). Good disagreement:

• is about the decision, not the person;
• happens in the meeting, not in side conversations afterward;
• ends with a vote, and the board then speaks with one voice;
• leaves everyone free to have their dissent recorded in the minutes.

Conflict turns harmful when it becomes personal, when people stop sharing information, when decisions are made outside meetings, or when staff, volunteers or donors are drawn in.

Prevent it with clear rules

Most board conflict grows from unclear expectations. Before trouble starts:

• Know your bylaws. Who can call a meeting, how votes work, and how directors are removed. See our bylaws template.
• Agree ground rules at the start of each year: we read the papers before meetings; one person speaks at a time; we disagree with ideas, not people; we keep board discussions confidential; we raise concerns in the meeting, not by group email.
• Use a clear agenda and good process. Motions, discussion and a recorded vote, as in our guide to running board meetings.
• Write a commitment for each director setting out attendance, preparation and conduct, and review it with every new member.
• Separate the board's job from the staff's. Many disputes come from directors managing staff directly, or staff going around the director to a friendly board member.

When two people are at odds

1. Talk early and in private. The chair, or another trusted director, speaks with each person separately. Listen first. Ask what they need.
2. Find the real issue. Often a fight about a budget line is really about trust, credit or feeling ignored.
3. Bring them together, with the chair present, to agree on what each will do differently.
4. Bring it back to the board only if it affects the board's work, and keep it about behavior and decisions, not character.
5. Get outside help if it keeps going: an experienced facilitator or mediator, or a respected board member from another charity. A neutral person can say what nobody inside can.

Write down what was agreed, in a short note to the people involved, so there's no argument later about what was said.

When the conflict involves the chair or the founder

When the person at the center is the chair or the founder, the usual route doesn't work. Ask the vice chair, or another respected director, to lead the conversation instead. If the founder is also the paid director, remember that the board supervises the director; it's not the other way round. Hold the conversation in an executive session (a part of the meeting without staff present) and record only the decisions.

When a director won't follow the rules

Some conflict comes from one director: missing most meetings, leaking confidential matters, bullying staff, speaking for the board without authority, or ignoring board decisions.

• Name the behavior, privately and specifically. "You've missed four of the last six meetings," not "you're not committed."
• Point to the written expectations: the bylaws, the director commitment, the code of conduct.
• Agree a clear change and a date to review it.
• Offer a graceful exit. Many directors who have stopped engaging are relieved to be asked whether they want to step down. A written resignation is quicker and kinder than removal.

If the behavior is harassment, discrimination or a safety risk, treat it as a complaint, follow your policy, and see our guide to preventing harassment.

Removal: the last resort

Removing a director is serious and is governed by state law and your bylaws. The rules vary a lot from state to state. Two examples:

Example: New York

Under section 706 of New York's Not-for-Profit Corporation Law:

• For cause, a director can be removed by the members, or by the board itself, as long as a quorum of at least a majority is present at the board meeting where the vote is taken.
• Without cause, directors can be removed by the members only if the certificate of incorporation or the bylaws allow it.
• The Attorney General, or ten percent of the members, can also ask a court to remove a director for cause.

Example: Illinois

Under 805 ILCS 105/108.35:

• Directors can be removed with or without cause. If the board is split into classes with staggered terms, the articles or bylaws can say directors may be removed only for cause.
• In a charity with no voting members, a director can be removed by a majority of the directors then in office who are present and voting, at a meeting with a quorum.
• If members elect the directors, removal needs two-thirds of the votes present and voted, and the meeting notice must say that removing the named director is one of its purposes.

Whatever your state, before you vote:

• Read the removal section of your state's law and your bylaws
• Give proper notice of the meeting, saying that removal will be considered if your rules require it
• Give the director a fair chance to respond
• Make sure a quorum is present and the vote meets the threshold your rules require
• Record the decision in the minutes, without unnecessary detail
• Update your bank signers, state filings and board roster afterward

For a contested removal, or one involving the founder or a large donor, talk to a lawyer first.

After the conflict

• Repair the relationships that can be repaired, and thank people who helped.
• Look at the cause. Was a rule missing? Was the chair overloaded? Did the board drift into managing staff?
• Update your documents: the bylaws, the director commitment or the ground rules.
• Use your yearly self-review to check how the board is working together. See our board self-assessment.

Board conflict checklist

• Our board has written ground rules and reviews them each year
• Every director signs a commitment setting out attendance and conduct
• Dissent is welcome in meetings and recorded in the minutes on request
• The chair, or vice chair, raises problems early and in private
• We know where to find an outside facilitator if we need one
• We know what our state law and bylaws say about removing a director