My takeout:
There’s some well-known classics in this very short article by Gene Takagi published in Non-Profit Quarterly. Some of them I’ve seen time and time again - missing significant board meetings, your conduct at the board table is disruptive, you decide that you can really ‘help’ management.
Maybe it’s not you who is the problem but there is someone on your board(s) that displays one or more of these characteristics – it’s time for them to be shown the door.

12 Reasons Why You Should Gracefully Resign from a Nonprofit Board
Are you a valuable and valued board member for a nonprofit? If not, a graceful resignation and reassignment may be good for you and the organization.

12 reasons why you should resign from a nonprofit board:

1. You’re serving on the board more for personal benefit than for public benefit.
2. You have a material financial interest in a transaction with the organization that would be damaging if known by the public.
3. The organization’s values or activities are inconsistent with your personal values.
4. You are unable to support the organization when a board action is taken contrary to your vote.
5. The organization is not operating consistent with the law and/or its own governing documents or policies despite your efforts to insist on compliance.
6. You’re not informed about the organization’s current activities and/or mission-oriented results, and you’re not informed about the performance of the organization’s executive.
7. You don’t review the organization’s financials on a regular basis.
8. You’re missing a significant number of board meetings and therefore unable to actively participate in governance-related planning, deliberations, and actions.
9. You’re not contributing resources (money, time, connections, or other valuable assets) to the organization apart from the time to show up at meetings.
10. You don’t spend significant amounts of time thinking hard about whether the organization is effective at advancing its mission and how the organization could be more effective at advancing its mission.
11. Your conduct at board meetings is viewed by the majority of other board members as disruptive, and you’re unable to work collaboratively with the other board members in a productive manner.
12. You intervene/interfere with the executive’s management of the organization by personally directing the executive and/or staff and falsely asserting rank (because a board member has no individual authority and no inherent rank in the organizational hierarchy as an individual).

If you’re unable to meet your fiduciary duties of care and loyalty to act with reasonable care in good faith in the best interests of the organization, you’re failing to meet your legal responsibilities. While personal liability may be extremely rare for volunteer directors of nonprofits (absent some kind of intentional wrongdoing, fraud, self-dealing, or unpaid taxes), you’re also putting yourself at greater risk, including from claims that may not be protected by your organization’s D&O insurance. Further, your failure to meet your duties may be holding back the organization from better advancing its charitable mission and serving its intended beneficiaries.
If you’re able to meet your fiduciary duties but the majority of the board is not, and such deficiency results in an organization with serious compliance issues and values that don’t align with yours, you may also be putting yourself at greater risk. In such case, you may need to balance your duty to still meet your individual legal duties with your obligation to do what’s best for the organization and your interest in protecting your personal interests from possible legal and/or reputational harm.

Better Boards Australia published a very helpful article outlining 15 tips for those sometimes difficult discussions Boards need to have.
 
Tip #1 Have the courage to speak out as soon as you suspect a problem.
Things are more likely to go wrong when you avoid difficult conversations,” says James Birch
AM, chairman of the Australian Red Cross Blood Service.
“Problems don’t just go away.”
 
Tip #2 Speak honestly and openly
It’s important to be sensitive but, in my experience, I’ve found it’s much better to call a spade a spade – to be transparent and direct,” says Birch.
 
Tip #3 Take care to maintain Confidentiality
I believe that board members have an obligation to maintain confidentiality up to the point where they believe that something is outside the law,” says Doug Kimberley, chairman of integratedliving Australia. Christine Morris, a former banker and president of the Cohuna Retirement Village board, points out that confidentiality can be particularly difficult in a small community. “ Often community members will approach board members directly if they have an issue,” she says. “They must be encouraged to speak to management first.”
 
Tip #4 Be sure of your facts before raising a sensitive issue
You need to do your homework and be ready for tough questions,” says Morris. “ Encourage open discussion and don’t dismiss other people’s concerns.”
 
Tip # 5 If there’s an issue with another director, speak to the chairman outside the meeting.
This is a courtesy to the chairman and he or she may be able to resolve, or help resolve, the issue,”
says Alexandra Zammit, chief executive officer (CEO) of Thomas Holt.
 
Tip # 6 Consider mentoring or coaching for the whole board
In general I think that more attention needs to be paid to the fact that board members benefit
from professional and personal development,” says Birch. “ Just a few sessions of coaching
or mentoring can help to improve communication within the boardroom.”
 
Tip #7 Monitor the CEO.
Poor performance from the CEO is a common cause of difficult conversations,” says Birch. “ Boards can struggle with this because they’re not working in the company full time. If you don’t have a good and well-monitored set of key performance indicators (KPIs) in place along with overall good governance, you could find yourself at the mercy of a CEO who manages well upwards but not downwards.”
 
Tip #8 If you believe the chairman is performing poorly, tread carefully
Everyone should be mindful that the chair was nominated and voted in by the directors through due process,” says Zammit. “Directors need to be very careful in considering the relevance of a perceived problem and whether there is sufficient evidence.” Kimberley points out that, if a chairman is struggling because there has been a change in the environment and the demands of the role, he or she may well need help with understanding that. “Some chairman will welcome the feedback, though others may not,” he says. “I was once called in to act as a mediator where raising issues with
the chairman gave rise to a great deal of conflict. We were eventually able to resolve the issue by working together.”
Tip #9 Encourage open discussion about management by starting each meeting with
an in-camera session.
I think this helpful because it gives directors an opportunity to talk freely about issues and concerns,” says Zammit
 
Tip #10 Ensure that the board has covered off all of the basics of good governance
A good governance framework is vital, but it is only of value if all of the directors are familiar with
it, understand it and know exactly what is expected of them,” says Zammit.
 
Tip #11 Run a mini evaluation at the end of every meeting
Asking four or five questions about the way the meeting has been run gives directors an opportunity to raise concerns so that they can be dealt with promptly,” says Zammit.
 
Tip #12 Commit to regular full-board evaluations.
Many boards bring in a professional every one or two years,” says Birch. “ These impartial reviews are more likely to pick up underlying problems than, for example, an online self-evaluation.
A consultant can also have a quiet word with the chairman without embarrassing a director in front of the whole board.”
 
Tip # 13 Be on the lookout for conflicts of interest.
We have been in a position where we had to ask a board member to excuse himself so that the rest
of the board could discuss the issue openly,” says Morris.
 
Tip #14 Make it clear that you’re available to discuss directors’ concerns
 “ A chairman must be prepared to have the difficult conversations,” says Kimberley.
“ That’s an important part of the role.”
 
Tip #15 Ensure that everyone on the board has an opportunity to contribute to a difficult conversation.
A chairman needs to be astute enough to see if things are skewed and, where someone is tending to
stay quiet, to find out why,” says Kimberley. “ It’s also important to have a word with directors who are dominating the discussion – to let them know they’re stopping other people from making a contribution. I think it’s best for both of these conversations to take place outside of the boardroom.”
 

10 Ways Boards Screw Up Leadership Transitions

There are two things I want you to keep in your head as you read this.

1. Great boards often screw up leadership transitions.
2. Mediocre boards always do.

I spoke to a board chair once who oversaw a search for a new Executive Director when the current staff leader left after a long and strong tenure. The person they hired was kind of a disaster.
I’m being kind.
Now, the board chair was actually terrific. I asked him to reflect. “Did you hire the best candidate?”
“Oh yes,” he replied. Then he paused. “But it was a lousy candidate pool and I think we all knew it.”
One of my biggest motivations to advocate for strong boards rests right here. The single most important job a board has is to hire or fire and THEN hire a new Executive Director. At the least, a great board stands a fighting chance of getting it right.
First, I want to talk about why this is so important and then I will offer you my top 10 ways board members can screw up an E.D. search or other leadership transitions.
MASS EXODUS OF BABY BOOMER EXECUTIVE DIRECTORS“In the 1970s, a huge, new group of workers entered the workforce. These idealistic world-changers often had nonprofit intentions. Over the next four decades, the number of nonprofit organizations grew from 250,000 to 1.5 million (Hall, 2006; Salamon, 2012). This enormous generation of 75 million people came of age at a time when social justice issues came to the fore and hundreds of thousands of nonprofits were born to address those myriad concerns… Now those same purpose-driven people are turning 65 at the rate of 10,000 a day.”
This is a quote from the a 2018 report by the Bayer Center for Nonprofit Management. It’s a very good read about succession planning and I had to laugh when I finished. I needed a Bayer (aspirin) as soon as I read it.
Our sector is so unprepared for the flight of retiring boomers. And as an aside, the headache inducing report above also calls out the sector for a long list of things – from poor succession planning to retirement plans to boards who hang on to staff leaders who have (their words) “lost their fastballs.”
Boards should be well informed on the topic of leadership transitions and how their organization should be structured and the policies and procedures needed to retain, evaluate, and grow and develop talent. This would make for a fantastic discussion at a board retreat. It is universally known as “What If Joan Gets Hit By A Bus.”
Boards go into executive sessions and spend about 30-40 minutes rambling about this and then on they go to the next topic. For those boards out there who take succession seriously, I do apologize for the generalizing.
Without any further ado, here are ten ways boards screw up leadership transitions. If you think I am referencing your organization, trust me when I say that I have seen each of these ten screw dozens of times. It’s exactly why I am writing this post.
If anything you read today helps you avoid one of these way-too-common mistakes, it’s been a good day at the office for me.
Spoiler alert: This may be the snarkiest post I have written in a very long time. Why? Because I have seen such important organizations screw up leadership transitions and searches and it just doesn’t have to be that way. It’s time for some tough love.
TEN WAYS BOARDS SCREW UP LEADERSHIP TRANSITIONSThe following are in no particular order. They are all big and they are all common.
1)    Take a really long time to create the job description for the Messiah.Get a committee together that’s big enough to be too big. Take a long time to find the original job description (if you can) and edit it to death. Circulate many drafts and add everything you can. Be sure it is comprehensive so that no living being with the exception of the Messiah will have the requisite skills and attributes (and the Messiah is not likely to take the job – being the Messiah is already a big job). Bottom line: Craft a job description to find someone who probably doesn’t exist and waste at least 3 months of precious search time doing it. Oh, and wait until you are already in a leadership transition to do it.
2)    Put the current Executive Director on the search committee.Now of course if you have fired the E.D., this is not a choice you will make. But a longstanding and beloved E.D. can add so much to the process right? Uh – no. Well, let me qualify. Maybe some can but generally what they add is their own opinion. The same opinion that has driven the organization for years. Maybe, just maybe it is time for differing points of view to shine through. And with the staff leader (likely a strong presence in your organization) at the table, all voices will not feel equal. Because they won’t be.
3)    Staff member on the search committee.The best one to pick is the staff MVP. The one you are desperately afraid you will lose if you make the wrong choice. You’ll want to be sure she’s at the table. Make sure she has a vote in the selection, maybe even a disproportionate one. Because everyone in the real world gets to decide who their boss is. And just to be sure… I’m being sarcastic.
4)    No fundraising experience? You can’t have the job.Some sarcasm again… Focus only on the professional experience. Don’t look at whether or not this person has the ability to build, cultivate, steward and sustain relationships. Whatever you do, don’t ask this person if they still have friends from high school. Avoid attributes like passion and eloquence and focus on whether or not they have previously secured a six figure gift.
5)    Put a board member in charge of the organization during the transition.Here’s one I like a lot and it’s a surefire way to wreak total havoc with staff during a transition (as if there isn’t already tumult). If you want to ensure a complete catastrophe, don’t ask this board member to step off the board during the transition. Be sure they wear both hats. You’ll want it to all be really confusing. If you don’t go this route, put two staff members in charge so that you don’t get either of them upset. And then let them kinda duke it out.
6)    Hire someone who is completely different from the E.D. you had.Another screw-up? Don’t ever hire someone who is a lot like your previous successful E.D. I hear this one all the time. We really need someone with a different background. Let’s say your last E.D. was a rock star. You want to work really hard to avoid the inevitable comparisons. Assume the person with a similar background will not be able to make her/his own mark.
7)    Select from a mediocre candidate pool.This is perhaps the most common screw up. After all, searches during leadership transitions are time consuming and board members are busy. It’s true whether you hire a firm or handle this work on your own. You interview the final three candidates. It’s taken a long time. Thanks to other choices you all have made already, the organization is reeling. So you have to decide. One person starts to look pretty good compared with the other two. You talk yourself into how good that person could be and go ahead and make the offer. I know I have offered 10 screw-ups, but this one is the most common and the one that will haunt you. Mediocre E.D.s are just that. Mediocre. And they can last a long time because they are hard to fire.
8)    Ignore any possible internal candidates, especially if they seem young.When you see a resume come in from an internal candidate, just go ahead and assume they are too young or green. Even if the person is more passionate about the organization than anyone you can think of. Even if the person has spoken at a fundraising event and crushed it.  Even if <insert accomplishment here>. Dismiss their lack of prior E.D. experience or their age and just assume that there is someone more seasoned out there.
9)    Involve as many people as possible in the interview process.Another winning strategy. After you have spent months writing the Messiah job description, say yes to anyone who thinks they would be a great search committee member. I’ve already mentioned the departing E.D. but let me give you a few more examples. Your biggest donor. The organization’s founder. Typically someone who is not exactly so very well poised to imagine a future for the organization that is new, different or innovative.
10)  Set your expectations really really high for the new E.D.Maybe there is a lot to clean up from an E.D. you fired. Or a retiring E.D. overstayed her welcome. So push your new E.D. really hard. Be really impatient and have them make a lot of change really fast with no plan for how that change should be introduced and managed. And please don’t worry about too much.
BONUS: Do not allocate money for a coach for your new E.D. Especially if you paid for a search firm. They found you the Messiah. Why on earth would they need support to manage a massive change process?