What to Do When Board Members Overstep

Board members, also known as directors, bring many wonderful things to the table. They have years of experience, vast networks, creative ideas and often a blinding enthusiasm for your cause. Even those who don’t have much time to spend on activities outside of work and family life still make space for doing good in the world by sitting on your nonprofit board. At least, that’s the ideal … until board member overstepping becomes a problem. 

If you — whether you’re a board chair, CEO or HR rep — have been in the nonprofit or association biz for a while, this has probably already happened to you. If not, it’s only a matter of time. The question is not whether it will happen but what to do about it when it does. 

Many CEOs, directors, and staff fret about how to deal with board members overstepping due to fears of hurting feelings, making waves or even legal repercussions. That can be stressful indeed. 

The good news is there are strategies to mitigate overstepping once it happens and make it less likely in the first place.

In this post, we’ll look at what board member overstepping is, why it happens, what you can do about it and how to avoid it. 

What Does Overstepping Look Like? 

When someone agrees to sit on a board, they agree to several nonprofit board responsibilities. They know the importance of their role in the direction and success of an organization. 

However, directors are not staff members; they are called upon for different skill sets, and their decision-making capacity rests in other arenas. When someone starts inserting themselves into operational roles and taking up space dedicated to skilled staff, that is a board member overstepping. 

The primary role of a director is to attend nonprofit board meetings, contribute to the agenda, review the history and future trajectory of the organization and receive information directly related to the board’s sphere of influence.

Some examples of overstepping could be: 

• Telling staff members what to do 
• Inserting themselves inappropriately at events or fundraisers 
• Speaking for the organization in ways they aren’t authorized to do, with the press or otherwise 
• Coming into the CEO’s office expecting to play an advisor role 
• Executing decisions that have not been properly vetted 
• Disclosing information without authorization 

There are many ways this may play out. Essentially, if a board member is acting in a more managerial than governing way, they are overstepping. 

Why Do Board Members Overstep? 

To answer why board member overstepping occurs, we must first look at the relationship between each director and the nonprofit board. 

In a nutshell, a nonprofit board has great power to direct where the organization is headed and make necessary conceptual changes. However, directors themselves do not wield power or authority of any kind, except as agreed upon by the entire board. 

This is often the root of board member overstepping.

When a director feels something must be done but the board is not stepping up, they often insert themselves to “handle it” unilaterally. Their intentions may be good, but their actions are not — and they come with several risks. 

What Are The Risks if a Board Member Oversteps? 

Unfortunately, board member overstepping is more than annoying; it can be hazardous to the organization, its public perception or the nonprofit board member themself. Overstepping can lead to disruption of board meetings and processes, and it can even run off good members and employees who just can’t deal with the meddling. 

When a board member repeatedly oversteps in a public way, such as by talking to the media or major donors without approval, they may give the wrong impression of the organization. This may lose them credibility or donations. 

Worst of all, overstepping can involve a breach of their fiduciary duties, leading to legal issues for the board member. And if their decision-making has financial or legal consequences for the organization, the fallout can land on everyone’s head. 

Controlling directors and keeping them from overstepping is one of the best ways to manage risks at a nonprofit, so it behooves any organization to figure out how to address bad board member behavior … and fast. 

How to Address A Board Member’s Behavior 

Implementing a plan to address nonprofit board member overstepping from the beginning is critical. If you’ll pardon the clichéd phrase, an ounce of prevention is worth a pound of cure, and nowhere is this more accurate than at a nonprofit organization. 

To address bad behavior and avoid repeat offenses, the board chair should work with other directors to build consensus about what to do. Ideally, management strategies for board member overstepping should be codified in the bylaws, which we will address below. 

In the meantime, whether or not you have protocols in place for dealing with such situations as they arise, you should take proactive steps to mitigate the issue immediately. 

Gather Feedback From Others 

Goal #1 is to ensure that you are not simply repeating the mistakes of the problem director. Gather feedback from others before you take any action to address board member overstepping. The stakeholders will differ from situation to situation but could include: 

• The CEO 
• VPs and managers at the organization 
• Staff members 
• Individual or corporate donors 
• Partners and in-kind donors 
• Other nonprofit board members 

Wherever possible, be neutral as you gather feedback. Never lead the witness by asking confirmation questions (“You thought what happened at last week’s Under the Sea Fundraiser was inappropriate, right?”) before you first let them tell their story in their own words. Board members who are asked to leave may retaliate, potentially with legal action, so all of your actions must be above board (no pun intended) from the get-go. 

To avoid playing a game of telephone and “he said, she said,” interview the people involved in the presence of witnesses. That could include other board members, someone from HR or both. Gather feedback from other directors about the behavior of this particular board member. 

Most importantly, document everything from the beginning.

Many board bylaws state that directors must be given an opportunity to change before they are let go, so you should have, at a bare minimum, weeks or possibly months in which to gather information. You can refer back to meeting minutes for specifics if needed. 

Clarify Roles and Responsibilities 

Next up, it’s essential to clarify the roles and responsibilities of all nonprofit board positions. These will look different depending on the nature of your nonprofit. A healthcare association board is going to have distinct rules and needs compared to a writing association or food pantry. 

Start by sharing this information with everyone at a board meeting. Emphasize the limitations on directorial power and clearly state how/whether different directors have different responsibilities. For instance, committee members might be authorized to take more action in particular arenas than other directors. 

Refer to your Code of Conduct document for help. If you do not have one, draft one right away. 

Hold a One-on-One Meeting 

Now, it’s time to have a private discussion. Again, you have to give the board member time to improve, so you should inform them about the problem as soon as possible. 

In some cases, the director may genuinely not know there’s a problem and will want to fix their mistake as soon as possible. In other cases, the board member may believe themselves to be the voice of reason or argue that dissent is important, making for a more difficult conversation … either way, you have to have it. 

Provide Constructive Feedback 

If the board member overstepping does not quickly fix their behavior after a full-board reminder of the rules and a one-on-one chat, then it’s time to provide a more structured feedback approach. 

Sometimes, more than one director will exhibit the same behavior, which may require some board-wide training. If you only have one bad egg in the bunch, then you should bring in other stakeholders or even external mediators to offer feedback. 

Create and Enforce Boundaries 

If a board member is overstepping, it could be because they truly don’t understand where the boundaries lie. A director’s role can sometimes feel confusing because the board is so instrumental in the organization’s direction; stepping in to foster a healthy direction at the managerial level can be tempting or even feel natural. 

Boundaries matter so much; if a director doesn’t understand them, it’s important to clarify. (BTW, it can help avoid this situation if you establish boundaries from the beginning, during the board recruitment period.) 

Tips for Preventing Overstepping 

If you aren’t yet experiencing issues with overstepping nonprofit board directors, congrats! You have the perfect opportunity to avoid it by setting up best practices. 

Foster Open Dialogue and Mutual Respect 

Creating a culture of respectful, open communication won’t stop every director from going rogue, but it sure can help. Not only are proceedings more efficient when everyone can speak without fear, but your board will feel more united as a result. 

Make sure your board members feel they have the right to speak during meetings and with you in private. However, instruct staff, including the CEO (if that’s not you), to report board member interference immediately and not take action in the moment. Remember: open communication does not extend to operations. 

Regularly Asses Board Member Performance 

Regular assessment will help directors stay within the guidelines by getting feedback from the chairperson, CEO and other stakeholders, as well as having the opportunity to evaluate themselves. 

Assessment also helps other directors feel as though overstepping will be managed on a regular basis. This makes for a less toxic environment, so good people want to stick around longer. Use standardized assessment protocols so no one feels targeted. 

Ongoing Board Education and Training 

Ideally, board education and training doesn’t happen on an emergency basis as a result of a board member overstepping. To avoid this happening in the first place, you should provide ongoing training that clarifies the roles and responsibilities of everyone on the team. 

Take Detailed Notes of Board Meetings 

Just as you shouldn’t refer back to meeting minutes when dealing with board members who overstep, you should make sure those detailed notes from meetings are there in the 1st place. 

Meeting minutes require a multi-step process if they are to be accurate and valuable: plan the meeting agenda, take diligent notes during the meeting (a role that should be assigned to one person), immediately write the minutes up into a report that gets distributed to the entire nonprofit board and keep them on file. 

Read more: How To Write Effective Meeting Minutes (with Templates and Samples)

Do What Needs to Be Done 

When you have problems with a board member overstepping, it can feel overwhelming. The confluence of feelings, reactions and potential risks can cause a heady brew, and some board chairs or other stakeholders may feel unable to meet the challenge. 

If that happens, remind yourself that this is not new territory. Plenty of nonprofit boards have faced this problem — i.e. almost all of them — at some point or other, and they have dealt with it successfully. You can, too.