by Dr. Kevin Dean, President & CEO, Tennessee Nonprofit Network
It all started with a polite but pointed phone call. Mandy, the seasoned executive director of a small but mighty nonprofit, picked up the phone one morning to hear a familiar, friendly voice on the other end: one of her most reliable program officers at a foundation.
“Mandy,” the voice began, with that specific tone that tells you something is about to get complicated. “I was just speaking with one of your board members, Fred, and he had some very… passionate things to say about your partner organization, The Community Initiative.”
Mandy’s stomach did a small, involuntary flip. Fred, a well-meaning but fiercely competitive retired business owner, had a long-standing (and largely unfounded) belief that The Community Initiative was a “direct competitor” for the same grants and corporate sponsorships. He had, it seemed, taken it upon himself to “protect” Mandy’s organization by telling anyone who would listen that The Community Initiative was inefficient, poorly managed, and a general drain on the community.
The call ended, but the knot in Mandy’s stomach remained. She felt a familiar rush of emotions: embarrassment, frustration, and a low-grade panic about the damage Fred might have caused. It was one thing for a board member to have a spirited debate in the boardroom; it was another entirely for them to take the fight to the community, to the very people who were funding their mission and serving alongside them.
The problem, as Mandy knew, was not just Fred. It was the potential for every other Fred, every well-intentioned but misguided board member who, in their zeal to help, oversteps their role and creates a genuine risk for the organization. So, what do you do when your board member’s “help” becomes a liability?
The Fiduciary Duty of Loyalty: Your Board’s Unwritten Vow
At the heart of this problem is a concept most board members learn in a long, dry orientation meeting and then promptly forget: the duty of loyalty. It’s not just a polite suggestion; it’s a legal obligation. It means that a board member must act in the best interests of the organization, putting its needs above their own.
When a board member bad-mouths a partner organization, they are, in effect, sowing discord and damaging relationships that are critical to the nonprofit’s success. Whether it’s a partner, a funder, or another key stakeholder, these relationships are the lifeblood of a nonprofit. Undermining them is a clear violation of a board member’s duty to protect the organization’s mission and assets.
So, when a Fred pops up on your board, your first step is to recognize this as more than just a social faux pas. It’s a governance issue.
Step 1: The Information Gathering Mission
Before you confront Fred, you need a clear, factual understanding of what happened. This is not about building a case against him, but about having a sober, evidence-based conversation.
- Document everything. When you learn of an incident, write it down immediately. What was said? Who said it? To whom was it said? What was the context?
- Assess the damage. Is this an isolated incident, or is it a recurring pattern? Has a funder mentioned it? Has a partner organization complained? Are there any tangible impacts, like a lost grant or a strained collaboration?
Mandy did this by making a quick note of her call with the program officer and reaching out to a few other trusted contacts to see if Fred had made similar remarks. By the end of the day, she had a clear picture of the scope of the problem.
Step 2: The Private, Direct Conversation
Armed with facts, it’s time to have a direct conversation with the board member. This should always be a one-on-one meeting, and it should be handled with respect and a focus on the facts.
- Be a detective, not an accuser. Start the conversation by explaining what you heard. For example, “Fred, I received a call today from [Funder’s Name], and they mentioned you had some concerns about The Community Initiative. Can you tell me what happened?”
- Listen to their side. It’s possible Fred has a genuine concern, even if he went about expressing it in the worst possible way. Maybe he feels The Community Initiative is duplicating services or misusing funds. You need to hear his perspective before you can address the problem.
- Re-center on the mission. Regardless of his concerns, you must explain why his actions were harmful. This is where you bring it back to the duty of loyalty and the importance of professional representation. “Fred, I appreciate your passion for our work, but when we speak about our partners, we are speaking for the organization. When we speak negatively, it damages our reputation and our relationships, which hurts our ability to serve the community.”
Step 3: The Board Chair as the Ultimate Authority
If the behavior continues after a direct conversation, or if the initial incident is severe, you must escalate the issue. This is where the board chair comes in (unless the board chair is the problem!). The board chair is the person ultimately responsible for the health and functioning of the board, and they need to be brought into the loop.
- Bring the chair up to speed. Share your documented information and explain the steps you’ve already taken.
- Work together on a plan. You and the board chair should decide on the next course of action, which could be another conversation, a discussion in an executive committee meeting, or, in the most severe cases, a formal review of the board member’s conduct.
The chair is often in the best position to have this difficult conversation. They can speak from a place of shared governance and peer accountability, which can sometimes be more effective than a conversation from an executive director.
Step 4: The Damage Control and Repair
While you are dealing with the internal issue, you must also work to repair the external damage.
- Connect with the affected organizations and funders. Reach out to the people who heard the negative comments. Be honest and direct. “I’m calling to sincerely apologize for the comments made by one of our board members. The comments do not reflect our organization’s position, and we value our partnership with you immensely.”
- Reaffirm your commitment. Follow up with a tangible action, like setting up a meeting to discuss a new collaboration or a joint project.
A board member who bad-mouths a partner isn’t just an annoyance but actually a threat to your organization’s mission. Approach the situation with a clear, calm strategy—based on documentation, direct communication, and a strong understanding of governance—so you can protect your organization and keep it on its mission-focused path. The story of Fred and Mandy is a good reminder that a board’s strength is not just in its fundraising ability, but in its ability to govern itself with integrity and loyalty.