In the last 19 years of working closely with hundreds of boards, I am always surprised when a new horror story from the boardroom arises. I mean, shouldn’t I have seen it or heard it all by now? Clearly not, given the stories I hear on a disturbingly regular basis.
Nonprofit boards are complex beasts. Just when you think everything is smooth sailing, they rear their ugly heads to remind you who’s boss.
A colleague of mine recently shared this sobering perspective: “The greatest threat to the nonprofit sector is nonprofit boards.” While that might sound harsh, the story I’m about to share will make you wonder if he’s onto something.
In all seriousness and graciousness, though, there are SOME boards doing the work, engaging in appropriate and useful ways, having the tough conversations, and making the difficult decisions. I just wish these stories weren’t the exceptions to the rule. A girl can dream…and also continue working to be part of the solution!
Until then, I hope to bring you a laugh or two this Halloween season and a healthy dose of “you’re not alone” virtual hugs as I share yet another tale that has come my way because someone was brave enough to share.
Tale of the Rogue Board President
Picture this: A retired nonprofit CEO decides he wants to stay involved with his former organization, so he appoints himself to the board. Not elected—appointed. By himself. Then, for good measure, he decides he should also be board president. Again, self-nominated and self-appointed. Oh, by the way, there were also several board members whose terms were expired, based on the bylaws.
When the organization’s new Executive Director (who was never invited to board meetings) and an enlisted board member discovered these bylaw violations during a compliance review prompted by concerned funders, they did what any reasonable people would do—they brought it to his attention professionally and suggested he step down from the board to get the organization back into compliance.
His response? “Sure, I’ll step down.”
Just kidding! What he actually did was call an emergency “executive meeting,” invite all the board members whose terms had expired (remember, they can’t legally vote on anything), march into the organization’s conference room, lock the Executive Director out, and proceed to conduct what can only be described as a governance coup.
Behind closed doors, this improperly constituted board—led by an ineligible president and populated by members with no voting authority—voted on a resolution to retroactively reinstate all the board members whose terms were expired. They then called for a vote of no confidence in the Executive Director who had dared to suggest they follow their own bylaws.
The kicker? This all happened while the organization was under scrutiny from major funders, in the middle of an active audit, and with their 990 filing due. Because nothing says “responsible governance” like creating new legal violations while trying to cover up existing ones.
Why Boards Are So Challenging
Stories like this aren’t isolated incidents—they’re symptoms of deeper issues plaguing nonprofit governance:
- Power without Accountability: Some board members, especially long-tenured ones, become comfortable with operating outside the rules they’re supposed to uphold. When challenged, they circle the wagons rather than address legitimate concerns.
- Lack of Governance Education: Too many board members have never received proper training on their fiduciary duties, legal responsibilities, or even their own bylaws. They operate on assumptions and “how we’ve always done things” rather than best practices.
- Founder’s Syndrome and Legacy Issues: Retired executives often struggle to truly step back, creating ongoing power struggles and blurred lines of authority that can persist for years.
- Fear of Conflict: Well-meaning board members often stay silent rather than challenge problematic behavior, allowing dysfunction to fester and grow.
- Insufficient Oversight: Without proper checks and balances, rogue actors can manipulate meetings, exclude dissenting voices, and operate with impunity.
The Executive Director in this story found herself in an impossible position—damned if she enforced compliance (which triggered retaliation) and damned if she didn’t (which would have jeopardized funding and legal standing). She became a sitting duck in her own organization, watching someone with no independent legal authority hijack the governance process.
The Real Horror
The truly scary part isn’t just one rogue board president—it’s how common these scenarios are becoming. When boards operate outside their own rules, ignore their fiduciary responsibilities, and retaliate against staff who try to maintain compliance, they don’t just harm their organizations—they undermine public trust in the entire nonprofit sector.
Organizations like this one face real consequences: lost funding, damaged reputations, legal liability, and staff turnover. Meanwhile, the communities they serve suffer the most as resources get diverted from mission to managing manufactured crises.
The greatest horror story isn’t what happens in one boardroom—it’s the collective damage done when governance goes rogue across the sector. Until we demand better from our boards and provide them with the tools and training they need to succeed, these tales will continue to multiply.
And that’s far scarier than any Halloween movie.
Hat Tip to Your Success,
P.S. Download our October freebie with Governance Red Flags to watch out for.