Charity Governance

Handling Difficult Directors in a Charity 

The success of charity organizations is built upon their directors’ dedication and commitment. Although we aspire to an atmosphere of seamless harmony, conflicts can occasionally emerge, posing challenges when dealing with difficult directors. In this post, we will explore effective approaches to handling such situations, including conflict resolution strategies and the procedures involved in removing a director for justifiable reasons. We will also offer sample language that can be incorporated into a charity's bylaws to streamline the removal process.

We genuinely hope that you will never have the need to utilize it!

Recognizing Difficult Directors

Before delving too deeply into the concept of difficult directors, it is important to clarify a crucial point. A person should not be labeled as "difficult" solely based on their disagreement with others. Many people experience serving on boards alongside individuals who certainly presented challenges, but such situations can often be beneficial. While harmony is desirable, homogeneity often lacks advantages. The presence of intelligent individuals who can identify aspects that may be overlooked and assertively advocate for alternative perspectives is valuable.

However, when referring to "difficult," I am specifically addressing individuals who needlessly complicate matters. Their disagreement may stem from a desire to be contrary, or it might even be driven by malicious intentions. The first step in addressing a difficult director involves identifying the problematic behaviors. Here are several indicative signs that you are indeed dealing with someone who is difficult rather than constructively challenging:

• Meetings are consistently disrupted by this individual.
• They frequently fail to attend meetings or fulfill their assigned duties.
• Their decision-making is influenced by personal interests rather than prioritizing the best interests of the organization.
• They display disrespectful or aggressive behavior towards fellow directors or staff members.
• They fail to adhere to the values or policies set by the organization.

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Conflict resolution

Let's consider the scenario where you have acknowledged the presence of a rebellious director. What steps should be taken? Instead of immediately pursuing the removal of the director, it is crucial to first attempt to address conflicts through open communication and a genuine effort to comprehend the root causes of the problem. Here are several conflict resolution strategies that can be utilized:

1. Private Discussion - In order to address the matter, it can be effective to have a private conversation with the director in question. Take a calm approach and communicate your concerns to them, striving to understand their perspective.
2. Mediation – If addressing the matter privately doesn't lead to a resolution, it may be beneficial to involve a neutral third party as a mediator. Engaging a capable mediator can assist in facilitating open dialogue and guiding the involved parties towards a mutually satisfactory resolution. 
3. Training and Education – Sometimes, a member of the board might be unaware of their disruptive behavior or may not possess the essential skills required for their position. Offering training and educational resources can enhance their performance and minimize conflicts by equipping them with the necessary knowledge and skills.

It is essential to emphasize this point. Through observations based on the experiences of numerous clients we have assisted throughout the years, it has become evident that the majority of conflicts can be resolved without resorting to the removal of a director.

Regrettably, there are instances where this is not the case. At times, removing a director becomes the most reasonable course of action.

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Removing a Director for Cause

If all attempts at resolving the conflict have been exhausted and the director persists in being problematic, you may be left with no choice but to take action. Removing them for cause might become necessary. The following steps provide guidance in this process:

1. Review Governing Documents and Applicable Laws - Prior to initiating the removal process, it is essential to carefully examine your organization's governing documents, such as the bylaws, and relevant laws at the provincial level. These resources should offer explicit instructions on how to remove directors for cause. If the bylaws lack such provisions, it is advisable to consider adding them to avoid potential legal complications.
2. Document the Issue - Maintain a comprehensive record of the problematic behavior exhibited by the director and document all efforts made to address and resolve the matter. This documentation will serve as crucial evidence when presenting a case for the director's removal and can provide defense in the event of legal challenges.
3. Follow Proper Procedures - When commencing the removal procedure, make sure to comply with the prescribed due process stated in your organization's bylaws and the relevant laws. This might involve issuing a written notice to the director, granting them a chance to respond, and convening a special meeting to deliberate and vote on their removal.
4. Seek Legal Counsel - Removing a director can involve intricate legal considerations. Seeking guidance from a proficient attorney specialized in Charity law is strongly advised to guarantee accurate and lawful execution of the removal process, in accordance with all relevant laws and regulations.

The significance of following each step diligently cannot be overstated. It is imperative to avoid taking shortcuts. This action should only be contemplated as a final option, and executing it accurately carries great importance. In fact, it may even assist in evading potential legal complications.

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Sample Bylaw Language for Director Removal

As stated earlier in the article, we made a commitment to provide you with sample language for your bylaws that can assist you in these situations. If you have any inquiries regarding this matter, we strongly advise consulting your attorney for their professional opinion.

Presented below is an exemplary clause that outlines a procedural framework for the removal of a director for justifiable reasons:

“In any regular or special gathering of the Board, if a written notice regarding the intention to remove any director or officer has been provided to all directors at least ten (10) days before the meeting, the affirmative vote of two-thirds (2/3) of the currently serving directors can result in the removal of said individual from their position. The grounds for such removal, known as "cause," encompass various factors such as the director's consecutive absence from three (3) regular meetings without a valid excuse, engaging in conduct that harms the organization, or violating the organization's policies or bylaws. Prior to voting on the removal, the director under consideration will have an opportunity to address the Board.”

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Preventing Future Issues with Directors

Frequently, it proves more manageable to prevent these issues rather than handling them once they arise. To diminish the chances of future conflicts and troublesome directors, it is advisable to contemplate implementing the following measures:

1. Establishing Clear Expectations – Begin by setting clear expectations for directors, outlining their roles, responsibilities, and desired conduct. This can be accomplished through various means such as written policies, job descriptions, and comprehensive board orientation materials.
2. Implement Regular Board Evaluations – Ensure the regular undertaking of evaluations to assess the performance of the board, encompassing individual self-assessments and peer reviews. These assessments aid in pinpointing areas that require improvement and fostering open discussions regarding board dynamics and overall effectiveness.
3. Emphasize Board Training and Development – Dedicate resources to board training and development initiatives, ensuring that all members possess the requisite skills, knowledge, and understanding to fulfill their roles effectively. This may involve organizing workshops, seminars, or providing online resources specifically tailored to the governance of charity boards.
4. Enhance Recruitment and Selection Processes – Take a meticulous approach when recruiting and selecting new directors. Recruit candidates who demonstrate a genuine passion for the organization's mission, possess robust interpersonal skills, and boast a proven track record of successful board service.

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Conclusion

Handling difficult directors within a charity can present difficulties, but it is crucial to address such situations effectively in order to maintain a productive environment. When faced with conflicts, prioritize open communication and employ conflict resolution strategies to resolve issues without resorting to removal. However, in cases where removal becomes necessary, it is imperative to adhere to your organization's bylaws and the applicable provincial laws, while also seeking guidance from legal counsel to mitigate potential legal risks.

By implementing proactive measures like establishing clear expectations, conducting regular board evaluations, and maintaining a thorough recruitment process, potential issues can be minimized, and a more efficient and united board can be cultivated. Nurturing a culture that encourages open dialogue, embraces ongoing improvement, and upholds a strong commitment to the organization's mission will enable your charity to flourish and create a significant impact in the community.

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