What to Do When You Really, Really Disagree with a Board Decision

Most of the time, nonprofit boards work through consensus. But what if you think a serious mistake is being made?

What to Do When You Really, Really Disagree with a Board Decision
8 mins read

Save your board from a serious mistake

Most of the time, nonprofit boards work through consensus. But what if you think a serious mistake is being made?

Sometimes knowing what to do in advance if such a situation arises can help you understand the situation more clearly as it unfolds.

Have you ever been in a situation where the board has made a decision that you think is very wrong and will have severe negative consequences for the organization? Or where you think an important decision has been railroaded through?

As a board member myself and something of a contrarian, I’ve found myself in these circumstances from time to time over the years. For example, on the board of an organization with a sizable financial deficit, I found myself and one other board member losing a seventeen-to-two vote to take funds from the organization’s endowment for current operating expenses. As a member of CompassPoint’s consulting group for many years, I saw more serious cases, too, such as ones where board members suspected illegal activity or a takeover of the organization by a few very aggressive (and often new) board members.

It’s important to remember that reasonable people can disagree in good faith on important issues. The following situations may give you some food for thought if a case that goes beyond reasonable disagreement were to arise for you.

Question: The board I’m on is about to make a bad decision. Although the last two years have been very tight financially, they refuse to make any cuts to the expenses. But they don’t want to do anything different in fundraising either! If we have another bad year, I’m afraid we won’t be able to pay our bills.

Answer: Call the board chair and express your concerns. But if you truly expect that the decision will go another way, write a letter to the board that explains your reasons for voting against the budget that has been proposed. Bring this letter to the meeting at which the vote will be taken and ask to read your letter aloud and have it entered into the official minutes. You may be outvoted, but you will have shown how seriously you take the matter. Your reasoning is in the permanent record, and those who did not attend the board meeting will be able to understand your point of view.

Many years from now, someone reading the minutes may also find your comments important and informative.

Question: The board has just voted to repair our playground structures rather than replace them, but I believe strongly that repairs won’t do and some child may be hurt. What can I do?

Answer: Consider asking the board for an independent, expert evaluation of the situation, perhaps by a play equipment specialist. Such an evaluation will bring professional, objective information to the decision. If board members won’t do that, or if they choose to ignore a report that indicates the structures are dangerous, at least make sure that your “no” vote is recorded in the minutes. Later, if a child is unfortunately hurt and a lawsuit is brought against the organization, you will be protected if your vote by name has been recorded. After the vote, simply say, “Please put my name into the minutes as having voted NO on this motion.” When the minutes are issued, check to be sure your vote has been recorded properly.

Question: I’ve just been voted off the board of a nonprofit because I’ve been asking too many questions about the finances. I think the board president and the executive director are embezzling money. What can I do?

Answer: The first step might be to write a letter explaining your concerns — perhaps proposing an investigative committee — and send it separately to each board member and to the executive director. Ask them to respond to you by a certain date. You can also contact the auditor (if the organization has a CPA audit) to ask for clarification or feedback on your concerns.

If these steps still leave you feeling that criminal activities are taking place, you can write a letter to a few of the organization’s key funders and supporters, but be aware that such a step is likely to create a large uproar that could end up backfiring. Your final recourse is to bring the charges to the attorney general in your state. That office is responsible for overseeing nonprofit organizations incorporated within the state; your local state legislator may also be helpful in making sure there is an investigation.

Question: I’m still angry and disappointed over a decision the board has made. What can I do?

Answer: Once a decision has been made, don’t keep bringing it up again or try to take your case to others. For example, if the board has just adopted a budget that you think is unrealistically optimistic, don’t continue the argument by trying to convince staff or others that the decision should be overturned. If you feel that other board members understand your point of view but still disagree, and you feel that you could not openheartedly work within that decision, consider resigning from the board and state your reasons clearly in a letter to the board. If, however, you can reluctantly live with the decision, make your disagreements clear, but also make clear that you will work with the decision.

And finally…

Too often board members feel uncomfortable with a decision as it’s being made but decide to remain silent. In some cases it’s fine to let the meeting roll on, but in other cases it’s an indication of a board that may later be described as “asleep at the wheel.” An underlying but too-common reason is that there’s an implicit feeling that questioning the staff (or the majority) is being distrustful or not acting as a team member.

If you find yourself experiencing such thoughts, take a few seconds to think it through. There are more choices than simply keeping quiet or being disruptive. Be sure that you take the board’s decisions as seriously as the organization needs them to be taken, and doing so will sometimes mean being clearer than is ordinarily necessary.

See also:

This article is adapted from a chapter in The Best of the Board Cafe, Second Edition (2009), by Jan Masaoka.

About the Author

Jan is a former editor of Blue Avocado, former executive director of CompassPoint Nonprofit Services, and has sat in on dozens of budget discussions as a board member of several nonprofits. With Jeanne Bell and Steve Zimmerman, she co-authored Nonprofit Sustainability: Making Strategic Decisions for Financial Viability, which looks at nonprofit business models.

Articles on Blue Avocado do not provide legal representation or legal advice and should not be used as a substitute for advice or legal counsel. Blue Avocado provides space for the nonprofit sector to express new ideas. Views represented in Blue Avocado do not necessarily express the opinion of the publication or its publisher.

44 thoughts on “What to Do When You Really, Really Disagree with a Board Decision

  1. If you really, really disagree with a Board decision and don’t feel you can live with it, then resign from the Board. If you are outvoted 17-2 there is no point trying to get people to change their minds. Devote your time and money to another organization.

  2. It’s all well and good to resign if you have a serious dispute with the direction your board is taking. Remember, however, that simply resigning does not excuse you from potential liability, any more than absenting yourself from a meeting where a disputed decision is being taken. It is critical that you go on record as dissenting from the board’s direction, especially if the board has been made aware of the risks or conflicts their decision entails.

  3. I am chair of a nonprofit board, and I am wondering what is fair to expect from board members who disagree with a direction or decision. I expect board members to publicly support the organization and mission and stand by decisions made, even when a decision is made by the board that is different than what that individual wanted. Are my expectations too high? Any other counsel you can provide regarding these types of issues?

    1. This is such a good question. And it’s about good behavior . . . which is probably impossible to legislate. On one hand, it isn’t fair or useful for a board member to criticize the organization to outsiders on matters such as the CEO hire, for instance. On the other hand, if a person has been outvoted on something like whether or to take a policy stand on neighborhood zoning, the board can’t exert the discipline on its members that communist parties once expected. It would be reasonable for the disagreeing board member to say to others, "I didn’t agree with the vote on zoning, but I understand why others felt it was important."

      Like so many of these issues, it is less about making rules than it is about leadership. Someone needs to talk to a board member who appears to be obstructionist. That person could be the board chair, the executive director, or another board member. It’s so much easier –and so much less effective — to add a rule.

      This and other comments to this article have reminded me that sometimes it’s best to stay and fight to the death, too. I hope to take that up in a future Board Cafe column. Thanks, everyone, for these thought-provoking comments. I know my thoughts are provoked.

      1. I’m glad you added these insights. I think we all need to realize that many of the accepted nonprofit operations encourage divisiveness. Your article and the resulting comments demonstrate this through the list of reactions to what are viewed as bad decisions. One popular reaction seems to be writing letters—after the fact, the main goal being self protection against liability. Resigning also seems to be popular with an underlying hope for the organization’s demise and the opportunity to say, “I told you so.”

        At One Street, we often answer calls for help from executive directors and board members poised to take such actions. When we are successful in helping them rethink these actions it is because we succeeded in reminding them why they took their leadership role in the first place—the organization’s mission and the responsibility of leadership for serving that mission. I did not read anything above that couldn’t have been reshaped by a healthy team of leaders committed to fully discussing the issue and incorporating all the good ideas from all team members. This also requires that all members of the leadership team are well informed about the issue and its impact on the organization’s mission.

        Before we can reach such an effective team leadership, we need to understand not only the flaws of nonprofits, but the flaws of human nature—our competitiveness and our selfish need to get our way. We cannot change this, but if we understand that these will always be our first reaction, we can move past these bad behaviors and back into serving the missions of our organizations as part of a team. But as long as we accept the majority rules/minority losses concept, our organizations will drift aimlessly with the hot winds of the loudest voices.

        Sue Knaup
        Executive Director
        One Street

      2. I stayed to fight to the death for the survival of a project, and–after i caught the President and 3 other board members who are the acting staff (with no Ex. Dir) stealing our mail when it “looked like it contained donations” and opening it, throwing away envelopes & letters (I found a couple) and depositing at least some of the checks for us in our project account–I was then kicked off amidst much merriment and banned from the building so that I can no longer work on the project of which I was the main volunteer–which has hurt the project, Book’Em–free books to prisoners, and our client base, as well as my reputation.–especially since the president of Thomas Merton Center, Michael Drohan, LIED (and not for the first time) saying I had hacked into their database–when I don’t have high level computer skills at all as everybody knows. I feel all alone, as the other board members passively go along with what those aggressive ones want. I don’t know how to get help or protection–I need someone to force them to let me back into the building so I can help my project! After their taking of our mail was known and they banned me, our secondary volunteer must have snapped and went out a 9th story window and lies in critical condition in an Intensive Care unit; then our third long-time volunteer quit so she wouldn’t have to be around Merton Center anymore, andoour project is in the hands of a partly trained young man who is passive is nature and wants to go along with what TMC wants unquestioningly. I’m trying to find a new fiscal sponsor and home for the group and our large library, maybe a church, but I really really need support of some kind here! Rosemary C. Anderson, 1401 Hodgkiss St, Pittsburgh PA 15212 412-231-0436 rcat32@yahoo.com www.thomasmertoncenter.org/bookem

  4. I am a teacher at a nonprofit school. Recently the volunteer parent board has been making decisions the majority of parents (non board members) do not agree with. Is there anything these parents can do to overturn the parent board’s decisions?

    1. I am assuming that the volunteer parent board is elected from kind of parent membership group? If so, then other parents can sign a petiton to the board, and they can look in the bylaws for how to remove the current board members from office.

      If the board nominates people to the board itself (rather than through election), you can still gather petitions and use the force of public opinion and fear of conflict to change their minds. The teachers can go on "strike" for an hour or a day in protest. Probably the parent board members don’t’t want to be disliked strongly by the teachers and the other parents and will back down.

      But that’s a guess not knowing much about the situation. Best of luck. You’re in a tough situation.

  5. I have recently went to the school board over and issue with my daughters 5th grade teacher. She splits her classroom in 5groups 4kids in each group as there are 20kids in the class.each day there is 1kid from each group called the team leader for the day as it changes each day.the team leaders in the class are the only kids that are allowed to ask the teacher for help on anything.to ask questions period! So if my child has problems and doesn't understand her work on an individual assignment then she has to bother the team leader of her group to go ask a question for her and then he has to come back and teach this to my daughter. If she still doesn't understand it and its not done when its due the next day then she get an hour and 20min detention for this.i have taken my issues all the way up the chain of command but theres a problem here.i live in a small area where all these ppl are friends with this teacher who is also a doctors wife.mine and my daughters doctor to. I feel this is a big issue as my child should NEVER be sent back to her seat when she asks for help because shes not the team leader that day! Who ever heard of that crap in there life? I was taught that the only questions that are stupid questions are the ones not asked and that you won't learn if you don't ask! How does a teacher get away with this? The principal also told me today that my daughter will be moved to another classroom. Well 80% of the school works this way so why move her out of the class where she wants to be and all her friends are just because I want her to be able to ask a damn question when she doesn't understand something! Is that really to much these days??? School is so much different then when I went years ago! Also the other classrooms he wants to move my daughter to are upstairs and I'm disabled and there is no elevator in this school! I feel like they are trying to move my child before the next board meeting as they know there are 3 other kids parents that are going to attend that with me.so they wanna get me out of the way is my thoughts! Anyone know what more i can do here? Willing to take any advice I can get at this point!

  6. I would like to know how to handle a board making a decision that clearly violates the community documents and therefore really do not have the right to make that decision.

    1. If you have already communicated with the board the language in the community documents that has been violated by this decision, and they are not interested in correcting their process, your next step would probably need to be speaking with an attorney who specializes in nonprofit organizations.

    2. I’d like to help, but need more details to understand the situation better:

      What is your role in the organization?

      You use the term “community documents.” Do you mean the organization’s bylaws or documents governing the larger community where the organization works?

      Can you provide more detail on the document language and their violation of it?

      Sue Knaup
      Executive Director, One Street

  7. After a year of having our 501c3 organization under way we, the remaining board members feel that there are 2 board members that are clearly not acting in the best interest of the organization. After an adventure trip taking 6 veterans and 911 Responders, one of of board members resigned due to personal conflict with in the board. Immediately with out board knowledge or permission the treasurer wrote a reimbursement check for personal funds used in that 9 day trip to the resigned board member. After several days of discussions with the remaining board memebers it became clear that the treasurer felt they were in the right and her spouse the Vice President refused to comment either way nor responded to any electronic communication from the president about this matter. And emergency unofficial board meeting was called with the majority board members and founders to remove both the treasure and vice president after one hour and 48 minutes of deliberation it was a unanimous vote that both should be removed. A formal letter explaining the details of the removal and copies of the emergency board meeting minutes and copies of the bylaws that were broken and the bylaws that stated this vote could happen were mailed by certified mail with signature required to both the treasurer and the vice President. The treasure was immediately removed from the bank account and copies of the minutes were sent to major sponsors of this organization to not release funds to either the treasurer or the Vice President. My question is we know they will challenge this decision, what can they do to challenge it, and what can this board do to protect the organization and its current standing board members and founders?

    1. The most troublesome part of your story for me is that you have sent the minutes of this very volatile board meeting to major sponsors asking them not to give money to these individuals. Such harrowing incidents are indicators of a nonprofit in deep trouble. You’ve just announced to your best funders that your nonprofit is not a safe place for their funds. Not only that, you have belittled them by telling them to avoid an obviously illegal act – giving funds to individuals that are meant for a nonprofit. If these two are no longer on the board or the account, a check given to them made out to the organization is only worth the paper it is written on, so there was no need to say this. If the sponsors needed to know, the announcement should have simply been a respectful and professional change in board leadership. Nothing more.

      The sequence of events up to and including this troublesome final act signal to me that your organization has much deeper troubles than fretting over what these two might do. I recommend calling another board meeting with the remaining directors in a calm setting, allowing plenty of time, perhaps a full day, to take an honest look at each other, the purpose of your nonprofit, and your collective conduct. Decide if all of you like to lead a reactive and vicious organization or whether you all would prefer one that cares for each other, and the organization, even when serious mistakes are made. If you had chosen the latter before the initial incident occurred, removal of these two may still have been the answer, but all of you, including those two, would have come to that decision together, parting ways with respect for your differing viewpoints. And that harmful annoucement to your sponsors would never have been considered.

      Sue Knaup, Executive Director, One Street

  8. As president of my board I felt strongly that the board was making a bad decision. I read my objections at the meeting when the decision was made and indicated my intention to give them in written form to the secretary to be included in the minutes. Days after the meeting a majority of those present decided that these remarks not be included in the minutes. Can the majority strike an individual’s remarks from the minutes? If so, what recourse is left, other than resignation?

    1. Ignoring input from anyone at a board meeting and striking that input from the minutes is definitely wrong. The whole purpose for minutes is to record what occurred at the meeting. This is expected even for verbal input. That you presented your concerns in writing and that you have that proof because they are in writing, makes this all the more disturbing.

      Many times people in groups will follow bad behavior suggested by ill-informed or ill intending individuals, known as groupthink. There is a chance that most of the other board members were simply going along with this very bad behavior because they do not understand that it is their job to think critically. Give them that chance if you can. Perhaps call another meeting or connect with them individually to discuss options. But if you find that most of them intended to do this underhanded omission, you should likely reconsider whether this nonprofit deserves your limited and valuable time.

      Sue Knaup, Executive Director of One Street

      1. Check your state’s nonprofit corporation act. In Pennsylvania, which probably is not unique in this regard, a dissenting board member has the right to have her objections to a motion attached to the minutes, if provided in writing by the end of the meeting. Meanwhile, even if this doesn’t apply to your state, you’ll find other provisions that may help you. Legal recourse may not be pretty, but it may be the only course for getting things on the right track.

  9. I’ve been with a nonprofit (in management) for a few years now that has gone through double digits in numbers of Executive Directors over its lifetime. Last year the Board of Directors determined that it was time for a different route and decided that they would be both Board and ED, in order to “right the ship.” Not only that but they determined that this meant they should now be compensated and they are splitting the annual salary of an ED. We haven’t seen board minutes since mid-2017 and they told us that now 3/4 of their weekly meetings would be considered to be ED Committee meetings and therefore not subject to minute-taking requirements. The micromanagement of the office has increased tenfold and we are lucky to be able to order coffee for the office without approval – they’ve called the entire team incompetent on more than one occasion, and make continual personal attacks against whomever they are focused on at the moment. They are making some serious financial missteps and insist that we are on sound enough financial footing to purchase a permanent building for the organization though we’ve run without a budget for 2017 (they told us to not create one) and are looking at seriously being in the red in 2018 – they refuse to make cuts and are planning on additional board expenses that nearly double and still include the salary they voted on for themselves. Our jobs have been verbally threatened if we do not fall in line with their orders – and the board chair wrote into her job description as ED the power to hire and fire. Three out of four of the board members fully support these decisions they are making and they have threatened to remove the fourth board member who dissents.

    We’ve now gone to the founder, that fourth board member, and are preparing to pull in our remote staff. The founder has asked these board members to step down out of respect to him and they have declined, stating that they do not think it is in the best interest of the organization. He is looking at legal action (though we all fully recognize that he may not have any legal recourse).

    We are in a very tough position. Multiple staff members and managers are ready to walk but for the fact that this is our livelihood, we love the people we work with, and when we get to do our jobs we love what we do. There are at minimum 2-3 years more in each board member’s terms and no saying that they won’t just update their bylaws (again) to allow them to stay on. The board has done a number of ethically gray behaviors but as far as we’re aware nothing outright illegal – we’d report them to the state but are not certain they could or would do anything. We’re trying to keep this as far from our public stakeholders as we can but are reaching the end of our rope.

    Are there things we haven’t thought of pursuing? We don’t want to see this organization or the staff at risk.

    1. I think their responses to requests (in writing) for meeting minutes as well as a request for an audit would be very interesting to your attorney general.

      Sue Knaup, Executive Director

  10. Pamela, you are absolutely right to bring up this other side of the pendulum. The extreme I am assuming this association is suffering is the stifling of a legitimate concern. But then there are those board members who simply want to throw a wrench into the works, often just for selfish power and control. To protect a nonprofit from these sorts of individuals, its bylaws can have in place an effective means to break a stalemate.

    I’ve seen this done with a requirement that controversies are taken to a neutral group of members or advisors with both sides presented objectively for their recommendations. By having such a requirement, most self-serving individuals will back down before having to make their case to a separate group. They want to manipulate and overpower an insulated board. Even the thought of taking their manipulative behavior to a separate group generally stops them in their tracks. But even if they go through with it, the process is sure to bring out the best interest of the organization in the end and reveal that it is time for this individual to step down.

    It’s easiest to include such a clause along with a consensus-decision-making process. But it can fit with majority vote if needed.

  11. I lead a discussion group that has an increasing attendance. I was prepared to open a second day to accommodate all the members. The Board of the Organization has chosen a new leader to run a second group without an consultation with me. Do I have any recourse.

    1. Sorry, likely not- if you’re an employee or volunteer and the organization runs the program and decided to use someone else, that’s really up to them. Thanks for your service, though!

  12. What to do if a non-profit 501C3 organization is in violation of their Bylaws? How to handle if the election and nomination process put into office the President who was nominated by an unpaid member and did not meet the qualifications of President? How do you overturn or contest the election? Thanks, Dee.

    1. Hi Dee! We suggest raising this concern and perceived violation with the board, ideally the governance committee, and if nothing is done then asking for a legal review, which I believe once requested must be performed, although this may vary from state to state. We’ll look into this and perhaps we can even have Ask Rita weigh in with a future column!

  13. I am not a member of the board that I will be talking about here but I am a “constituent” of the 501(c)3 organization board and an employee of sorts. The board represents the high school I and they attended. They were looking for someone to make a website for them. I stepped up and made them a really nice site, wrote pretty much all the content, made all the graphics, videos, logos, etc. Set up LinkedIn, Facebook, Twitter, Instagram, and Flcker pages for them. I charged them $200 for labour and $374 for materials (fees, software, etc). The official website has been up and operational for 7 months now and I have been the sole caretaker… fighting off the hackers and keeping it up to date. Well, they met last week to finally pay me and then made the decision to just take down the website, saying it wasn’t beneficial. The thing is, they/we are not spring chickens and the alumni deserve the association as an entity to be there as these associations are there to be… if that makes any sense. Basically, the torch should be handed down to younger folks eventually to keep the thing going. To take down a website that is paid for for another year is just ludicrous. I have not signed any contracts nor relinquished my “ownership” in what I created. What rights, if any, do I have? Side note: I have had to deal with one of the board members having a really weird kind of crush on me… which got a bit ugly… so there is tension between me and the board… they have “this smile in your face kind of stance with me” but I feel the knives.

    1. Sorry to hear about your situation. Unfortunately, the bottom line is that the board and organization are the only ones who can really decide something like this—at least as it relates to the official page and presences for the school. That said, there’s nothing to stop you from reframing it as a “Friends of” type thing and leaving it up, although that’s surely not going to win you any friends since you’re basically saying you know better than they do. Sounds like this is a lot of work and you’re not getting any internal support from their end, so in the end it’s likely to just let them have their way, chalk it up to experience, and reflect on how you can better engage clients and youth in projects earlier on moving forward. Good luck!

  14. So the president of our league has been illegaly kicking ppl off the board with they disagree with him or don’t do what he says. He has just done this to me. Also before I became a board member for this organization 2 different treasurers were cought stealing money one the atterney general got involved the other they didn’t. I have bent over backwards for this league and I disagree with him one time and he kicks me out. What do I do I need help he is pushing this league into the group head first and I’m worried for the girls that play in this league. Plz help

  15. I have been on a waiting list for a non profit camping club for over 40 years. My grandfather was an original founding member and my father who is deceased a past president. My step mom and uncle are currently members of the board. A site opened up which is rare and the club went to waiting list to obtain interest for a new member. I was asked and I said I am definitely still interested after waiting 40 years. Was told I would need to pass a background check, which I did with no issues what so ever. I met the board through a zoom meeting where questions and different concerns were brought up about park membership. After meeting a vote was taken by the board, and I was denied a membership and told my name was being removed from waiting list that I had been on for over 40 years. No justifiable reason was given to me on this decision. Do I have any rights or course of action that I can pursue to have this decision negated or reversed in my favor

    1. Board service requires certain skill sets that the board may have felt were missing in your candidacy or your particular set of skills didn’t complement theirs or weren’t able to fill existing gaps. Board service is an executive level job, it requires executive level experience. It might be that you weren’t qualified enough for the position. Many boards evolve over time to become more sophisticated but it’s hard to determine what your particular situation is. Have you thought of just asking them?

  16. It’s helpful to know what we’d do if the other members of the board won’t listen to our point of view. I heard that my aunt’s interested in being a part of a non-profit, so I think your advice could help her in the near future. Thank you for the insight on creating a letter that includes what’s wrong with the organization’s recent decisions. https://williamkeyes.com/

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