The Rogue Board and the Perfect Storm (Part 1)

In my fifty years of leadership in not-for-profit organizations, the last 15 of which is as a governance consultant for more than 200 organizations in two dozen countries, I have seen rogue boards encounter the perfect storm only six times. That’s only 3%. It’s rare, but you might be surprised how often the elements that make up this unusual situation appear in an otherwise normal organization. Take a look at the seven elements that can result in a rogue board encountering the perfect storm. Then compare these elements with what you are experiencing to assess where your board is heading.

The common characteristic of all these encounters is an abuse of power that is designed to achieve an outcome that results in one person or group within the organization having more power than is appropriate in a healthy not-for-profit organization. It may be encountered in the relationship between the CEO and the Board, the Board Chair and the Board, a Committee and the Board, a Committee and the Membership, the Board and the Membership, and several others.

1. Desired outcome drives the process
Normally, governance is a healthy combination of structure and process producing an outcome that reflects the health of both. What produces this healthy condition is the collaborative use of power, essential to the Relationship Model™ of governance. The healthy collaborative process of governance requires a collaborative board chair that can ensure that the process drives the outcome, not the other way around.

Authoritarian factions within the board sometimes choose the desired outcome and then design the process that will ensure that the desired outcome will be realized. What authoritarian board members count on is laissez-faire followers who won’t “rock the boat” with any accountability for this abuse of power. Accountability is the worst enemy, because it results in the rogue board encountering the perfect storm.

2. Spin
Putting a positive spin on the desired outcome is essential. The negative side of the abuse of power must be covered with a veneer of benefit to everyone involved. For example, the CEO who thinks of the board as a “necessary evil” and who wants not only to be a voting board member but also the chair of the board in order to have more control might speak of the difficult economy and the need for clear and decisive leadership to bring the organization through troubled waters ahead. The emphasis is on the well-being of the shared mission and that the need for this change might only be temporary.

3. Conflict of Interest
There is always an inherent conflict of interest between what is good for the authoritarian individual or group and what is good for the entire organization. All authority (power) must be aligned with achieving the vision and mission that has been defined by the members themselves. To use our example again, the CEO who wants to be the chair of the board wants to be the chair of one’s own source of authority, an obvious conflict of interest. The chair who wants to control the vision and mission of the organization regardless of the will of the board or the members who elected the board will be in conflict of interest.

4. Urgency
A sense of urgency to make the change for the welfare of the organization is important, because it will encourage or even mandate a change from the normal process. Collaboration and consensus that builds the sense of ownership of the outcome takes time. Time is the enemy of the rogue board (or individual or committee), because it makes manipulating the process more difficult. The sense of urgency can be exaggerated easily by focusing on what may happen if too much time is taken to make the decision. Setting a deadline for the action will distract many people from the normal process of research, deliberation, and decision by consensus.

5. Secrecy and Surprise
Secrecy is what makes surprise possible. Surprise makes it more difficult to deal with the abuse, because there is little time during the secret process to think through the issues. Secrecy will usually be cloaked in confidentiality, a sort of wolf in sheep’s clothing. The difference between secrecy and confidentiality is motivation. Secrecy seeks to defeat the opponent. Confidentiality seeks to protect the vulnerable. When you experience secrecy and surprise in your organization, something rogue is going on.

6. Ethics
The rogue board (or individual or committee) will nearly always be straying from a standard of ethics, because “might makes right” and “the end justifies the means”. Every board should have a Code of Conduct or Ethics Policy that describes the behaviour that is expected of all board members individually and the board as the whole. The strength of this is that each individual has a standard to which everyone has agreed ahead of time to be held accountable to. Most countries and the international community also have some document outlining rights and freedoms. The Magna Carta of 1215 is one of the historical examples. These are some of the foundations of ethical behaviour as are the Bible and other holy books.

7. Intimidation
Intimidation will usually be necessary, because the rogue board cannot depend on all members to behave in a laissez-faire “live and let live” manner. When there is pushback to what the majority wants to do, the rogue board may threaten a member with removal from the board or at least give a subtle reminder. Efforts may even be made to remove the board member without due process and without the challenging board member able to face their accusers. Naturally, the reason given will be general and will call attention to factors other than the resistance to the abuse the board seeks to accomplish.

These seven elements will enable you to assess whether you have a rogue board, but there is an eighth element that is unique to churches and faith-based not-for-profit organizations.

8. Over-spiritualization
References to God’s will and the relationship between God and our decisions are part of the vocabulary of Christians in all of the countries in which I have worked. God gives us more freedom to make decisions than Christians appear to be able to handle, so Christians often speak of “seeking God’s will” or “surrendering to His will”. When the rogue board claims what God’s will is for the organization or church, the freedom to process a decision by consensus is undermined. Over-spiritualization is always a problem, but when it’s employed by a rogue board, it can be deadly to the organization.

You may want to read the article “The Rogue Board and the Perfect Storm (Part 2)”,
It explores how to avoid or survive the perfect storm that is created when a rogue board, individual, or committee encounters fair and firm accountability. The rogue board doesn’t always succeed. We’ll explore how to preserve the health of the organization in the path of a rogue board.

Les Stahlke, President/CEO
GovernanceMatters.com Inc.