Theological school boardrooms are peaceful places — for the most part. Civil discourse is the norm, and board members are generally respectful of one another, even when disagreeing. It's the rare trustee that allows self-interest to rule the day, and the majority of board members in theological school settings approach their work with a humble spirit and genuine desire to contribute.
Yet human nature is what it is, and the occasional lapses in boardroom manners are inevitable. Usually these lapses don't cause lasting damage. But when bad behavior is persistent there is the chance of real harm to the board's effectiveness. Boards are often reluctant to deal with the misbehavior of individual members, hoping instead that time will solve the problem. Since this strategy seldom works, the better approach is to tackle troublesome board behavior head-on — to nip trouble in the bud. As for who should do the "nipping," responsibility rests squarely on the shoulders of board leadership. It is unfair (and a misunderstanding of the board/president relationship) to put the president in the awkward position of calling a board member to task.
The range of misbehavior on the part of theological school board members is as diverse as the personality types present. However, the following four archetypes are the most common examples of board members behaving badly.
■ The absentee trustee Absence may make the heart grow fonder in some relationships, but not when it comes to board work. For the board to be effective as a corporate body, all members need to take their governance role seriously, and that starts with being present whenever the board meets. After all, it is here that important decisions are made and the future directions of the school are decided. Non-participating board members have a demoralizing impact on even the best of boards. Colleagues become resentful (and rightfully so) when they've made board meetings a priority but others haven't. Emergencies do come up, but board meetings should take calendar precedence over almost everything else.
Corrective: Check to see if your school's bylaws state a minimum level of attendance. If so, point this out to the absentee member. If the governance documents are silent on the topic, add a clear statement about attendance expectations into the job description for board members. Board leaders should also talk up the importance of a good attendance record during the orientation process. Most important, the board needs to enforce its rules, even if this means notifying absentee members that their service has been terminated.
Consider this: If you're struggling with declining attendance at board meetings, the problem may be with the agenda, not the members. Unless board members feel that their presence at meetings really matters, they are not likely to make being there a high priority. The best trustees are busy, high-energy people who have better things to do with their time than to be bored by your board.
■ The conflicted comrade Once upon a time, it was common practice for business owners to seek out board positions as a way of drumming up contracts for their companies. However, the Sarbanes-Oxley Act of 2002 and other recent legislation have put the skids on the most egregious examples of self-serving board behavior. That said, there continue to be trustees who place personal or business concerns above those of the school. By failing to confront such wrong behavior, the board puts itself and the school at risk. The integrity of the board and of the seminary depends upon avoiding even the appearance of conflicts of interest on the part of individual members. ("The Sarbanes-Oxley Act and Implications for Nonprofit Organizations" from BoardSource and Independent Sector is available online)
In legal terms, conflict of interest is a situation in which a public official or fiduciary's actions are in conflict with that person's obligation and absolute duty to act for the benefit of the public. At its most basic, a conflict of interest exists when a member is exploiting a relationship for personal benefit-typically financial. But with the world of seminary education, board member conflicts of interest are seldom as cut and dried or intentional as the legal definition suggests. "Usually conflicts of interest happen innocently," note the authors of the Nonprofit Board Answer Book (National Center for Nonprofit Boards, 1998). "It is natural to want to do business with someone you know and trust." However, all such transactions must be transparent and a matter of board record.
Corrective: It's not fair to leave it up to individual members to figure out what is acceptable behavior and what actions cross the line. That's why boards should have a written policy about real and perceived conflicts of interest. In addition, board members should be asked to sign a conflict of interest disclosure document on an annual basis.
The disclosure statement can be a simple declaration or it can require detailed information about board members' financial interests. The members' signed statements should be maintained in the school's official files. Most important, the board must be vigilant in enforcing its own rules about conflicts of interest
■ The stingy giver I am constantly perplexed by board members who are unwilling to give generously (or even stingily) to support the plans and programs that they've helped to shape. I'm well aware of the excuses for non-participation in the annual fund or capital campaign - "I was appointed not recruited." "I give through my service." "I was recruited for my wisdom, not my wealth." But I'm not buying any of them.
The old adage telling board members to "give, get, or get off" may sound harsh, but sometimes board leaders have to say the hard thing. Trusteeship carries with it the joyful responsibilities of giving generously and asking boldly. Board members are expected to set the pace that other donors will follow. Writing in The Board Member's Guide to Fund Raising (Jossey-Bass, 1991), Fisher Howe cautions: "If the [organization] is having trouble raising money, don't look at the development office, don't look to the chief executive, first check out the board of trustees."
Corrective: The surest safeguard against stingy givers is an up-front conversation about the importance of the board members' financial support of the school. The conversation needs to be about more than just the dollars that the individual board member will provide. It's also about each board member's role in attracting other gifts to the seminary. As fundraisers are quick to explain, it takes a giver to invite a gift. Generous giving according to one's ability to give is a major spur to effective solicitation.
With each subsequent gift to the seminary, board members are surprised at how much easier it becomes to ask others to join in giving. I've experienced this reality in my own life, and I've seen it in the lives of countless other board members and volunteers over the years. Men and women who never thought they could ask for money surprise themselves by how easy an invitation to give slips from their mouths in the wake of their own generous gifts.
■ The dominator I'll never forget the meeting where I observed a powerful and wealthy trustee as he berated his governance colleagues for not living up to his expectations. For what seemed an eternity (but was in fact less than 10 minutes), this "dominator" circled the boardroom, becoming louder and more animated with each orbit and ignoring the board chair's and president's attempts to put an end to his angry filibuster. Granted, this was an extreme case of a board member acting badly. However, it is not unusual for a board meeting to be overtaken by a dominant personality.
In some cases, these people are true bullies and their toxic behavior can threaten the very vitality of the board. More often, however, the offending board members don't intend to be a problem. In fact, dominators are often so dedicated and passionate about the school that they have trouble reining in their enthusiasm. But if passion becomes peskiness and the board member consistently disrupts meetings, corrective action is required.
Corrective: Obviously, the unintentional dominator is the easier person to deal with. A one-to-one intervention by the board chair or a member of the trustee committee is usually enough to help the offender recognize the need to tone it down. However, it takes much more courage and determination on the part of board leadership to confront the intentional dominator. An annual board member evaluation process can help.
It's helpful in confronting a dominator if there is a written board member contract that includes references to the importance of cooperation, collegiality, civility of discourse, and the a willingness to listen to others. As an additional safeguard against too much talk by one person, the board may also want to consider placing time limits on individual comments on a particular topic.
The importance of early intervention
When asked why they serve, trustees tell In Trust that the institution's mission brought them to the board, and a desire to help advance the cause keeps them there. We have yet to meet board members whose goal is to cause trouble or to be an annoyance in the boardroom. But in the years between new-member orientation and retirement from the board, good people sometimes act in bad ways. When they do, remember that dealing with problem behavior may not be comfortable or easy, but letting misbehavior go unchecked leads to ever greater discomfort and unease. When a board member behaves badly, it's always best to nip trouble in the bud.