What to Do When You Really, Really Disagree with a Board Decision

Most of the time, nonprofit boards work through consensus. But what if you think a serious mistake is being made? Sometimes knowing what to do in advance if such a situation arises can help you understand the situation more clearly as it unfolds:

Have you ever been in a situation where the board has made a decision that you think is very wrong and will have severe negative consequences for the organization? Or where you think an important decision has been railroaded through?

As a board member myself and something of a contrarian, I've found myself in these circumstances from time to time over the years. For example, on the board of an organization with a sizable financial deficit, I found myself and one other board member losing a seventeen-to-two vote to take funds from the organization's endowment for current operating expenses. As a member of CompassPoint's consulting group for many years, I saw more serious cases, too, such as ones where board members suspected illegal activity or a takeover of the organization by a few very aggressive (and often new) board members.

It's important to remember that reasonable people can disagree in good faith on important issues. The following situations may give you some food for thought if a case that goes beyond reasonable disagreement were to arise for you.

Question: The board I'm on is about to make a bad decision. Although the last two years have been very tight financially, they refuse to make any cuts to the expenses. But they don't want to do anything different in fundraising either! If we have another bad year, I'm afraid we won't be able to pay our bills.

Answer: Call the board chair and express your concerns. But if you truly expect that the decision will go another way, write a letter to the board that explains your reasons for voting against the budget that has been proposed. Bring this letter to the meeting at which the vote will be taken and ask to read your letter aloud and have it entered into the official minutes. You may be outvoted, but you will have shown how seriously you take the matter. Your reasoning is in the permanent record, and those who did not attend the board meeting will be able to understand your point of view.

Many years from now, someone reading the minutes may also find your comments important and informative.

Question: The board has just voted to repair our playground structures rather than replace them, but I believe strongly that repairs won't do and some child may be hurt. What can I do?

Answer: Consider asking the board for an independent, expert evaluation of the situation, perhaps by a play equipment specialist. Such an evaluation will bring professional, objective information to the decision. If board members won't do that, or if they choose to ignore a report that indicates the structures are dangerous, at least make sure that your "no" vote is recorded in the minutes. Later, if a child is unfortunately hurt and a lawsuit is brought against the organization, you will be protected if your vote by name has been recorded. After the vote, simply say, "Please put my name into the minutes as having voted NO on this motion." When the minutes are issued, check to be sure your vote has been recorded properly.

Question: I've just been voted off the board of a nonprofit because I've been asking too many questions about the finances. I think the board president and the executive director are embezzling money. What can I do?

Answer: The first step might be to write a letter explaining your concerns --perhaps proposing an investigative committee -- and send it separately to each board member and to the executive director. Ask them to respond to you by a certain date. You can also contact the auditor (if the organization has a CPA audit) to ask for clarification or feedback on your concerns.

If these steps still leave you feeling that criminal activities are taking place, you can write a letter to a few of the organization's key funders and supporters, but be aware that such a step is likely to create a large uproar that could end up backfiring. Your final recourse is to bring the charges to the attorney general in your state. That office is responsible for overseeing nonprofit organizations incorporated within the state; your local state legislator may also be helpful in making sure there is an investigation.

Question: I'm still angry and disappointed over a decision the board has made. What can I do?

Answer: Once a decision has been made, don't keep bringing it up again or try to take your case to others. For example, if the board has just adopted a budget that you think is unrealistically optimistic, don't continue the argument by trying to convince staff or others that the decision should be overturned. If you feel that other board members understand your point of view but still disagree, and you feel that you could not openheartedly work within that decision, consider resigning from the board and state your reasons clearly in a letter to the board. If, however, you can reluctantly live with the decision, make your disagreements clear, but also make clear that you will work with the decision.

And finally . . .

Too often board members feel uncomfortable with a decision as it's being made but decide to remain silent. In some cases it's fine to let the meeting roll on, but in other cases it's an indication of a board that may later be described as "asleep at the wheel." An underlying but too-common reason is that there's an implicit feeling that questioning the staff (or the majority) is being distrustful or not acting as a team member.

If you find yourself experiencing such thoughts, take a few seconds to think it through. There are more choices than simply keeping quiet or being disruptive. Be sure that you take the board's decisions as seriously as the organization needs them to be taken, and doing so will sometimes mean being clearer than is ordinarily necessary.

See also:

This article is adapted from a chapter in The Best of the Board Cafe, Second Edition (2009), by Jan Masaoka. Click here to order.

Comments (24)

  • Anonymous

    Great article! I'd love to see a follow-up article about what to do when, as the executive director, you feel that your board has just made a very poor decision.

    Feb 23, 2010
  • Anonymous

    thanks for this! I sent it to my board and I'd like to include a copy in the orientation packet for future new board members. We already included a brief discussion in orientation sessions.
    In four years, this board has twice experienced the shock of resignations over disagreements. In one case, the member announced in advance she would resign if a vote did not go her way - the other members felt coerced but didn't change their minds. In the second case, the member resigned because he felt decisions were being made too slowly, not because of a clear disagreement. The resignations didn't make the board change course on those decisions, but did change how we recruit and orient new members!

    Feb 23, 2010
  • Anonymous

    If you really, really disagree with a Board decision and don't feel you can live with it, then resign from the Board. If you are outvoted 17-2 there is no point trying to get people to change their minds. Devote your time and money to another organization.

    Feb 23, 2010
  • Anonymous

    I was the president of a board, where I was the only person with any non-profit experience. The ED didn't understand that he worked for the board and not the other way. When I questioned things that he did, he got very beligerant and talked to the other board members about how I was being obstructionist.

    He wanted to open a consignment store for vintage clothes, although that was no-where near what our mission is about, but was his life-long dream. All of the other board members thought it was a great idea as a steady stream of income, but I thought it would take all of his time, and since he's the only employee, he wouldn't be focusing on the mission of the organization.

    In the end, when I overheard him saying about me to another board member "all I hear when she talks is blah, blah, blah", I knew it was time to quit the board, since I didn't have anyone's support.

    He's still there, the organization is floundering and I am glad I am gone.

    Feb 24, 2010
  • That is unfortunte when certain board members or directors cannot set aside their personal agenda.

    Apr 18, 2014
  • Anonymous

    It's all well and good to resign if you have a serious dispute with the direction your board is taking. Remember, however, that simply resigning does not excuse you from potential liability, any more than absenting yourself from a meeting where a disputed decision is being taken. It is critical that you go on record as dissenting from the board's direction, especially if the board has been made aware of the risks or conflicts their decision entails.

    Feb 24, 2010
  • My experience in 20 plus years of serving on several boards is that a lack of 'board consensus' and ‘needed effort' has too often surfaced in the midst of hiring staff….

    It seems to me that too many of us believe that we're board members for the 'good times' and not for the tougher times that come when an effective hiring and selection process is needed MOST!

    On one occasion after a very thorough selection process, our newly selected Executive Director left for a better opportunity after just six months. The board was so weary at the idea of repeating the process that against my objections and personal willingness to manage another search-and-select process the decision was made to hire the 'still available' 3rd on the list candidate from the previous search.

    Unfortunately, in the ensuing 5 years, we got just what we deserved ultimately leading to the financial decline of the organization, the termination of the selected Executive Director, and at least 6 or 7 years of NOT advancing the cause. The moral of my story is simple, DON’T SETTLE. As board members we MUST be willing to make the BIG efforts when we’re they are called for, or we risk MUCH!!!

    PS I stayed on the board, but fortunately for me my term was up in another year and I was happy to move on. So the ‘bad decision’ of the majority also drove at least one (probably more) committed and involved board member away.

    Feb 24, 2010
  • well-timed article, one of my church-boards just made a poor decisions, kept it secret, but in our polity thay have the authority and I don't. Great article and valuable user comments. Pastor Dan

    Feb 25, 2010
  • Anonymous

    I am chair of a nonprofit board, and I am wondering what is fair to expect from board members who disagree with a direction or decision. I expect board members to publicly support the organization and mission and stand by decisions made, even when a decision is made by the board that is different than what that individual wanted. Are my expectations too high? Any other counsel you can provide regarding these types of issues?

    Feb 25, 2010
  • This is such a good question. And it's about good behavior . . . which is probably impossible to legislate. On one hand, it isn't fair or useful for a board member to criticize the organization to outsiders on matters such as the CEO hire, for instance. On the other hand, if a person has been outvoted on something like whether or to take a policy stand on neighborhood zoning, the board can't exert the discipline on its members that communist parties once expected. It would be reasonable for the disagreeing board member to say to others, "I didn't agree with the vote on zoning, but I understand why others felt it was important."

    Like so many of these issues, it is less about making rules than it is about leadership. Someone needs to talk to a board member who appears to be obstructionist. That person could be the board chair, the executive director, or another board member. It's so much easier --and so much less effective -- to add a rule.

    This and other comments to this article have reminded me that sometimes it's best to stay and fight to the death, too. I hope to take that up in a future Board Cafe column. Thanks, everyone, for these thought-provoking comments. I know my thoughts are provoked.

    Feb 26, 2010
  • I'm glad you added these insights. I think we all need to realize that many of the accepted nonprofit operations encourage divisiveness. Your article and the resulting comments demonstrate this through the list of reactions to what are viewed as bad decisions. One popular reaction seems to be writing letters—after the fact, the main goal being self protection against liability. Resigning also seems to be popular with an underlying hope for the organization’s demise and the opportunity to say, “I told you so.”

    At One Street, we often answer calls for help from executive directors and board members poised to take such actions. When we are successful in helping them rethink these actions it is because we succeeded in reminding them why they took their leadership role in the first place—the organization’s mission and the responsibility of leadership for serving that mission. I did not read anything above that couldn’t have been reshaped by a healthy team of leaders committed to fully discussing the issue and incorporating all the good ideas from all team members. This also requires that all members of the leadership team are well informed about the issue and its impact on the organization’s mission.

    Before we can reach such an effective team leadership, we need to understand not only the flaws of nonprofits, but the flaws of human nature—our competitiveness and our selfish need to get our way. We cannot change this, but if we understand that these will always be our first reaction, we can move past these bad behaviors and back into serving the missions of our organizations as part of a team. But as long as we accept the majority rules/minority losses concept, our organizations will drift aimlessly with the hot winds of the loudest voices.

    Sue Knaup
    Executive Director
    One Street

    Mar 02, 2010
  • I stayed to fight to the death for the survival of a project, and--after i caught the President and 3 other board members who are the acting staff (with no Ex. Dir) stealing our mail when it "looked like it contained donations" and opening it, throwing away envelopes & letters (I found a couple) and depositing at least some of the checks for us in our project account--I was then kicked off amidst much merriment and banned from the building so that I can no longer work on the project of which I was the main volunteer--which has hurt the project, Book'Em--free books to prisoners, and our client base, as well as my reputation.--especially since the president of Thomas Merton Center, Michael Drohan, LIED (and not for the first time) saying I had hacked into their database--when I don't have high level computer skills at all as everybody knows. I feel all alone, as the other board members passively go along with what those aggressive ones want. I don't know how to get help or protection--I need someone to force them to let me back into the building so I can help my project! After their taking of our mail was known and they banned me, our secondary volunteer must have snapped and went out a 9th story window and lies in critical condition in an Intensive Care unit; then our third long-time volunteer quit so she wouldn't have to be around Merton Center anymore, andoour project is in the hands of a partly trained young man who is passive is nature and wants to go along with what TMC wants unquestioningly. I'm trying to find a new fiscal sponsor and home for the group and our large library, maybe a church, but I really really need support of some kind here! Rosemary C. Anderson, 1401 Hodgkiss St, Pittsburgh PA 15212 412-231-0436 rcat32@yahoo.com www.thomasmertoncenter.org/bookem

    Aug 07, 2010
  • Anonymous

    I am a teacher at a nonprofit school. Recently the volunteer parent board has been making decisions the majority of parents (non board members) do not agree with. Is there anything these parents can do to overturn the parent board's decisions?

    Apr 22, 2010
  • I am assuming that the volunteer parent board is elected from kind of parent membership group? If so, then other parents can sign a petiton to the board, and they can look in the bylaws for how to remove the current board members from office.

    If the board nominates people to the board itself (rather than through election), you can still gather petitions and use the force of public opinion and fear of conflict to change their minds. The teachers can go on "strike" for an hour or a day in protest. Probably the parent board members don't't want to be disliked strongly by the teachers and the other parents and will back down.

    But that's a guess not knowing much about the situation. Best of luck. You're in a tough situation.

    Apr 22, 2010
  • Anonymous

    I have recently went to the school board over and issue with my daughters 5th grade teacher. She splits her classroom in 5groups 4kids in each group as there are 20kids in the class.each day there is 1kid from each group called the team leader for the day as it changes each day.the team leaders in the class are the only kids that are allowed to ask the teacher for help on anything.to ask questions period! So if my child has problems and doesn't understand her work on an individual assignment then she has to bother the team leader of her group to go ask a question for her and then he has to come back and teach this to my daughter. If she still doesn't understand it and its not done when its due the next day then she get an hour and 20min detention for this.i have taken my issues all the way up the chain of command but theres a problem here.i live in a small area where all these ppl are friends with this teacher who is also a doctors wife.mine and my daughters doctor to. I feel this is a big issue as my child should NEVER be sent back to her seat when she asks for help because shes not the team leader that day! Who ever heard of that crap in there life? I was taught that the only questions that are stupid questions are the ones not asked and that you won't learn if you don't ask! How does a teacher get away with this? The principal also told me today that my daughter will be moved to another classroom. Well 80% of the school works this way so why move her out of the class where she wants to be and all her friends are just because I want her to be able to ask a damn question when she doesn't understand something! Is that really to much these days??? School is so much different then when I went years ago! Also the other classrooms he wants to move my daughter to are upstairs and I'm disabled and there is no elevator in this school! I feel like they are trying to move my child before the next board meeting as they know there are 3 other kids parents that are going to attend that with me.so they wanna get me out of the way is my thoughts! Anyone know what more i can do here? Willing to take any advice I can get at this point!

    Sep 11, 2013
  • I would like to know how to handle a board making a decision that clearly violates the community documents and therefore really do not have the right to make that decision.

    Feb 05, 2017
  • If you have already communicated with the board the language in the community documents that has been violated by this decision, and they are not interested in correcting their process, your next step would probably need to be speaking with an attorney who specializes in nonprofit organizations.

    Feb 06, 2017
  • I'd like to help, but need more details to understand the situation better:

    What is your role in the organization?

    You use the term "community documents." Do you mean the organization's bylaws or documents governing the larger community where the organization works?

    Can you provide more detail on the document language and their violation of it?

    Sue Knaup
    Executive Director, One Street

    Feb 06, 2017
  • What do you do when an administrator does not agree with a decision that was made by a governing board that has the authority to deny employment? The administrator is trying to get the decision overturned and brought back to the board. By-laws exist and the board has this authority so how does one address a situation like this? Additionally, this issue was discussed in executive session yet absent board members have been informed of specifics that were discussed in executive session.

    Mar 03, 2017
  • The board as a decision making body has the final say on decisions and the administrator needs to carry out those decisions. Perhaps the administrator thinks that there is more information that would lead the board to make a different decision. At some point, I would expect the chair to decide that it is time to move forward and stop any reconsideration of the issue and ask the administrator to execute on the board decision.

    Mar 06, 2017
  • It sounds like those bylaws are flawed. Everyone in the leadership team, including administrators, should have the chance to weigh in on significant decisions (I'm assuming this is not a minor issue) and ensure that the final decision is adapted to address all concerns raised in order to protect the organization from harm. Instead, what you describe is classic groupthink. Very dangerous. The bylaws need to not only allow input from all who are engaged in leading the organizations as well as outside experts, but encourage it. If someone like this administrator cares deeply about the organization, yet has no way to protect it from potentially harmful decisions, then a change in the bylaws is needed.

    Unfortunately, when a crisis like this is underway, you can't convince the current decision makers to stop mid-crisis and revise the bylaws, especially if it sounds like they would be giving up some of their current power. Still, if there is such a chance, take a look at our Bylaws overview and template to get an idea of how bylaws can enable such healthy input while still moving through such decisions in a timely manner: http://www.onestreet.org/management/64-hiddenstuff/hiddenstuff/110-bylaws

    Otherwise, that leaves the administrator with few options. He/she can reach out to others who also care about the organization, and who disagree with the decision, to mobilize a pushback before it's too late, but that comes with the danger of harming the organization's reputation if word of the conflict gets out. Those who follow this course must do everything to keep it confidential. He/she could follow the common expectation as outlined by the previous comment - abandon their values and set to work carrying out the harmful decision, take the pay check, and never say another word. Or quit.

    Frankly, if the situation is truly dire, a pushback can't be organized, and a bylaws revision is not possible, I recommend that last option. Get the heck out of there and go find an organization with a leadership team that values the input of their staff.

    Good luck!!

    Sue Knaup, Executive Director
    One Street

    Mar 07, 2017
  • After a year of having our 501c3 organization under way we, the remaining board members feel that there are 2 board members that are clearly not acting in the best interest of the organization. After an adventure trip taking 6 veterans and 911 Responders, one of of board members resigned due to personal conflict with in the board. Immediately with out board knowledge or permission the treasurer wrote a reimbursement check for personal funds used in that 9 day trip to the resigned board member. After several days of discussions with the remaining board memebers it became clear that the treasurer felt they were in the right and her spouse the Vice President refused to comment either way nor responded to any electronic communication from the president about this matter. And emergency unofficial board meeting was called with the majority board members and founders to remove both the treasure and vice president after one hour and 48 minutes of deliberation it was a unanimous vote that both should be removed. A formal letter explaining the details of the removal and copies of the emergency board meeting minutes and copies of the bylaws that were broken and the bylaws that stated this vote could happen were mailed by certified mail with signature required to both the treasurer and the vice President. The treasure was immediately removed from the bank account and copies of the minutes were sent to major sponsors of this organization to not release funds to either the treasurer or the Vice President. My question is we know they will challenge this decision, what can they do to challenge it, and what can this board do to protect the organization and its current standing board members and founders?

    Sep 30, 2017
  • The most troublesome part of your story for me is that you have sent the minutes of this very volatile board meeting to major sponsors asking them not to give money to these individuals. Such harrowing incidents are indicators of a nonprofit in deep trouble. You've just announced to your best funders that your nonprofit is not a safe place for their funds. Not only that, you have belittled them by telling them to avoid an obviously illegal act - giving funds to individuals that are meant for a nonprofit. If these two are no longer on the board or the account, a check given to them made out to the organization is only worth the paper it is written on, so there was no need to say this. If the sponsors needed to know, the announcement should have simply been a respectful and professional change in board leadership. Nothing more.

    The sequence of events up to and including this troublesome final act signal to me that your organization has much deeper troubles than fretting over what these two might do. I recommend calling another board meeting with the remaining directors in a calm setting, allowing plenty of time, perhaps a full day, to take an honest look at each other, the purpose of your nonprofit, and your collective conduct. Decide if all of you like to lead a reactive and vicious organization or whether you all would prefer one that cares for each other, and the organization, even when serious mistakes are made. If you had chosen the latter before the initial incident occurred, removal of these two may still have been the answer, but all of you, including those two, would have come to that decision together, parting ways with respect for your differing viewpoints. And that harmful annoucement to your sponsors would never have been considered.

    Sue Knaup, Executive Director, One Street

    Oct 01, 2017
  • As president of my board I felt strongly that the board was making a bad decision. I read my objections at the meeting when the decision was made and indicated my intention to give them in written form to the secretary to be included in the minutes. Days after the meeting a majority of those present decided that these remarks not be included in the minutes. Can the majority strike an individual's remarks from the minutes? If so, what recourse is left, other than resignation?

    Oct 22, 2017

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