This post is written for board members navigating a difficult reality: when the board chair’s behavior is actively harming the organization.
Dear Nonprofit Board Member,
Serving on a nonprofit board is a position of trust. Board members are charged with safeguarding the organization’s mission, people, reputation, and long-term viability. That responsibility becomes most critical when leadership itself becomes a source of risk.
This Is Not About Personal Style or Conflict
Discomfort with a board chair is sometimes dismissed as a personality issue. But when a chair:
- Violates safety or conduct policies
- Refuses to disclose or recuse from conflicts of interest
- Undermines board process or quorum
- Behaves in ways that damage staff morale or public trust
- Interferes with operations or requests inappropriate access
…the issue is no longer interpersonal. The issue is governance failure.
At this point, the board’s obligation is not to preserve harmony or avoid confrontation. It is to exercise its fiduciary duties of care, loyalty, and obedience.
Inaction Is Not Neutral
When board members privately agree that a chair is a problem but take no formal action, the board is still making a decision that carries consequences.
Known risks that are not addressed become collective responsibility. Failure to act on documented safety violations, conflicts of interest, or misconduct exposes the organization, its staff and participants, and potentially individual board members. Directors & Officers insurance is an important protection, but it is not a blanket shield against known negligence or failure of oversight. Acting to remove or restrict a harmful leader is not reckless. It is protective.
Do Not Shift Governance Risk to the Executive Director
Boards sometimes fall into a dangerous pattern: allowing the executive director to quietly manage the fallout of board leadership failure. This may look like:
- Expecting the ED to buffer staff from harmful behavior
- Asking them to “manage” the chair
- Relying on them to preserve stability at personal cost
This is inappropriate and unsustainable. The executive director reports to the board; they are not responsible for correcting board misconduct. When boards allow this displacement, they weaken governance and increase organizational risk.
What Responsible Action Looks Like
Once it is clear that the chair cannot continue in their role, the board’s responsibility is to act promptly and pragmatically. Effective interim solutions include:
- Appointing two trusted board members as temporary co-chairs
- Distributing chair responsibilities across the executive committee
- Naming a short-term figurehead while governance is stabilized
Boards do not need a perfect solution to take action. They need a functional solution. If no one is willing to step into interim leadership (even temporarily) that signals a deeper governance issue that must be addressed directly.
Board Composition Matters
When dysfunction persists, boards must look beyond immediate leadership and assess overall composition. Healthy boards include members who are:
- Willing to act in difficult moments
- Comfortable with accountability
- Clear about fiduciary responsibility
In some cases, executive directors may need to take the lead in recruiting new board members. This is not ideal, but the organization’s future depends on it. Boards should support this effort and prioritize governance strength over convenience or familiarity.
When Boards Refuse to Act
Boards should understand this clearly: when known harm continues without action, executive directors may be forced to consider resignation as an ethical boundary. An organization that relies on silence to function is not stable. It is at risk. Board members who value the mission, staff, and community must recognize that leadership courage is a governance requirement, not a personal preference.
A Governance Responsibility Check
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Serving on a nonprofit board means stepping forward when leadership fails.
Protecting the organization sometimes requires difficult decisions, temporary discomfort, and shared responsibility. Boards that act decisively in moments of governance failure preserve trust, stability, and mission impact. The Nonprofit Snapshot exists to help boards assess readiness: financially, structurally, and ethically. Strong governance is not about avoiding conflict. It is about facing it with clarity and care.
Download a Decision Tree for Board Leaders >>
The Nonprofit Snapshot can help organizations take this first step by offering a clear view of organizational health, capacity, and risk as critical foundations for effective advocacy. Please share your questions and comments on our Nonprofit Snapshot page on LinkedIn.