These are trying times. Whether because of the political climate, social media, or the stresses of modern life, poor conduct at meetings has become common. As attorneys and experienced professional parliamentarians, Carole Albright and I assist with many meetings of every size each year. Members, and even directors, seem shorter and snappier than ever.
We increasingly hear directors say things like:
“I can’t work with that board member.”
“I won’t be in the same room as that director.”
“Can’t we handle everything by email?”
The answer to that last one is no, but the real issue runs deeper.
Directors don’t have to like each other. But they do have to work together. Every director is a fiduciary, which means having legal duties to act:
- in good faith,
- to exercise due care,
- and to always put the best interests of the association ahead of personal interests.
If frustration leads to skipping meetings, blocking decisions, or trying to spend association funds to remove another director, that’s not just unproductive–it may cross the line into a breach of fiduciary duty. The silent message is: “I so don’t want to be around this person that I’ll let the organization’s needs suffer.”
Disagreement Is Healthy. Disrespect Isn’t.
It’s perfectly fine to disagree with other board members. In fact, difficult discussions are part of serving as a director. It can even be argued that raising and listening to tough questions is part of fulfilling one’s fiduciary duty. Differing viewpoints can make a board more effective when discussion remains open and respectful, as it can lead to better, more informed decisions.
Robert’s Rules of Order Newly Revised (12th Edition) even notes in its Introduction:
“The great lesson for democracies to learn is for the majority to give the minority a full, free opportunity to present their side of the case, and then for the minority, having failed to win a majority to their views, gracefully to submit and to recognize the action as that of the entire organization, and cheerfully to assist in carrying it out until they can secure its repeal.”
Healthy boards can argue, vote, and then move forward together–even when not everyone gets their way.
Lessons from “Dealing with Difficult Members at Meetings”
A prior post, Dealing with Difficult Members at Meetings, discusses how presiding officers can manage disruptive or argumentative members at annual meetings or conventions. Those tools (firm chairing, clear rules of debate, and structured agendas) help maintain order and decorum.
However, directors are different from members at a membership meeting or convention. Disruptive members don’t have the same rights as a director with a leadership role in the organization. Directors generally have a right to be present at board meetings. They are elected to represent the membership and participate in decision-making.
Unlike members, directors cannot be easily removed from a board meeting because of bad behavior. Board meetings should not be held where one member is excluded or not told of the meeting. Even the removal of a board member almost always requires a vote of the membership as a whole, following proper notice and procedures outlined in the governing documents and possibly state law.
Boards must tread carefully when personality conflicts escalate. Disliking another director isn’t a fiduciary breach by itself. But when that dislike affects decisions, attendance, or communication, it can become one. Personal infighting almost never ends the way directors expect. Once such disputes become public, members often decide they don’t want any of the current directors. Worse yet, a breach of fiduciary duty lawsuit may follow against all directors due to the dysfunction, which is a claim that is personal to the individual and not always covered by insurance.
When Conflict Goes Too Far
If tensions become toxic, start small before escalating:
- Talk it out. Most conflicts come from personalities or past votes, not real policy differences. A candid conversation can often clear the air.
- Reallocate roles. Boards can usually remove someone as an officer (president, treasurer, etc.) while keeping them as a director. Sometimes that change restores balance.
- Consider removal from the board only as a last resort. Removing a director usually requires a member vote and often causes more division than resolution. We’ve seen situations where removing a director only led to an ongoing cycle of one faction trying to remove the other.
Get Back to the Mission
As association attorneys, we tend to always represent the entity as a whole and not individual directors or factions (though that can happen). While we can communicate with the President or designated point of contact, we generally do not advise board members individually, nor can we meet with some directors to the exclusion of others.
That said, we are always willing to have a direct and honest conversation with the full board, so everyone hears the same guidance at the same time. These discussions often help boards refocus on what really matters: governing responsibly and working together in the best interests of the community.
When the boardroom starts feeling like a battlefield, it’s worth asking:
“Am I acting in the best interests of the association–or just reacting to someone I don’t like?”
That answer says everything about whether you’re fulfilling your fiduciary duty to the organization.
Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of the American College of Parliamentary Lawyers. He is author of four books on meeting procedure, including two updated for the latest Robert’s Rules: Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition. Both books have been selected as “Editor’s Picks” by Publisher’s Weekly. Many free charts and articles on Robert’s and meeting procedure can be found at www.jimslaughter.com.