A board member dislikes Policy Governance.
He disregards adopted policies and belittles them in public.
What should the board do?
Carver and Charney draw a line between dissent and sabotage in rehearsal 5.3.[1]
The board should welcome the first and confront the second.
A trustee does not surrender judgment after election. He may question the model, propose amendments, vote no, and ask the board to reconsider. Good governance needs members who can say that the majority may be wrong.
He may not act as though adopted policy applies only when he agrees.
Board authority belongs to the body. Once the board decides, its policy governs until the board changes it. An individual member who gives contrary instructions, represents a personal position as the board’s position, or publicly mocks the board’s commitments weakens the institution he agreed to serve.
I would begin with a direct conversation led by the chair.
Name the specific behavior.
Show the policy, code of conduct, or board agreement involved.
Ask whether the member intends to fulfill the role under the board’s rules.
Invite him to bring a formal proposal if he wants change.
BoardSource recommends written codes of conduct and ethics so expectations are clear before conflict arrives.[2] A useful code covers confidentiality, conflicts, respectful deliberation, authorized communication, preparation, and support for lawful board decisions.
The chair should not make this a contest of personalities.
“Your questions are unwelcome” is different from “You publicly claimed authority the board did not give you.”
Evidence matters.
If the conduct continues, the board should use a proportionate response. That may include a recorded warning, required training, removal from an officer or committee role, censure, or removal from the board when the governing documents and law permit it.
The board should follow its bylaws, notice requirements, and any legal duties. Removal should never be improvised to silence an inconvenient vote.
There is a second possibility. The member’s resistance may reveal that the board adopted a governance model without understanding it. If several members cannot explain the policies, the answer includes education and honest reconsideration.
Policy Governance is a means of governing.
It should not become an object of loyalty that excuses weak results.
The board can evaluate whether the system helps it define results, protect values, delegate clearly, and monitor performance. It can amend or replace practices through a deliberate board decision.
Until then, the present policies remain in force.
I would ask every candidate before election whether the person can support collective authority even when a vote goes the other way. Agreement on every issue is unnecessary. Agreement on how the board governs is essential.
You can make room for principled dissent by recording minority votes, scheduling policy review, and allowing a member to explain concerns inside the boardroom.
Then require public honesty:
“I opposed the decision. The board decided. I will not claim that my position is the board’s.”
That sentence preserves conscience and governance.
A strong board is not a room without disagreement.
It is a body whose members disagree without breaking the authority they share.
The board should also speak plainly with the public if the member has created confusion. The chair can restate the adopted policy and clarify who is authorized to represent the board without attacking the person.
Silence can allow a personal campaign to acquire the appearance of official disagreement. A factual correction protects the institution while the internal conduct process continues.
Footnotes
[1] Miriam Carver and Bill Charney, The Board Member’s Playbook (Jossey-Bass, 2004), rehearsal 5.3, pages 152–155.
[2] BoardSource, “Codes of Conduct and Ethics”.
Additional reading
Richard P. Chait, William P. Ryan, and Barbara E. Taylor’s Governance as Leadership helps boards use disagreement as governing work.
BoardSource’s The Nonprofit Board Answer Book provides practical direction on board conduct, bylaws, and difficult members.