From Frustration to Influence
Staying ethical, calm, and effective when you’re outnumbered on governance.
It’s not that the rest of the board is dismissive of good governance practices. It’s just… not on their radar.
They’re focused on fundraising efforts, supporting the executive director, or maintaining social harmony. Maybe they are extending their efforts far too much into operations. Meanwhile, you're wondering when the agenda will include conflicts of interest, governance oversight gaps, and whether anyone’s read the bylaws this year, or ever.
It is difficult to be a lone voice about governance. You joined the board because you believe in the organization’s mission. You want to contribute. But in the back of your mind, you're wondering:
Am I wasting my time? Or worse, am I putting myself at risk by staying quiet in a broken system?
If you're reading this publication, you’re probably the kind of board member who prepares for meetings, asks the hard questions, and sees governance as a form of service, not red tape. If you are in the minority on your board, this article is for you. Here are some proactive steps you can take to lead effectively, protect yourself, and decide what role you’re really willing to play.
✅ Understand: You’re Not the Chair. But You’re Still Accountable
Even if you don’t hold a formal leadership role, you have legal and ethical responsibilities as a director
Titles don’t define responsibility, your participation does. And while no action can fully protect you from the consequences of a poorly governed board, there are steps you can take to uphold your responsibilities, model best practices, and reduce your exposure.
🎯 Strategic Moves You Can Make (Without Taking Over the Board)
1. Ask Questions That Raise the Bar
In a culture of complacency, simple, thoughtful questions can create accountability:
Do we have a written policy on this? Is it consistent with our mandate and process documents?
Has legal counsel reviewed this agreement?
Are we documenting this vote in the minutes?
Are our governance practices consistent with applicable laws and regulatory expectations in our region?
How does this align with our strategic goals?
Asking good questions in a non-confrontational way is not challenging authority. You’re inviting the board to take on its full role and responsibility.
2. Request a Governance Tune-Up
Propose a brief governance training or board self-assessment. Position it not as a critique, but as a capacity-building step:
Many boards do a governance review every year. Would you all be open to that?
If your board resists even a 30-minute refresher, that tells you something.
3. Find (or Build) Your Allies
You may not be as alone as you think. Try asking peers one-on-one how they feel about the board's functioning. Often, others are quietly concerned too. They’re just not sure what to do.
4. Use Committees to Move the Needle
If your board has committees, they may be your best chance to influence key practices. If not, suggest forming a working group to “review board materials” to surface key issues without triggering alarm bells. If your board is pushing aside governance issues because of workload, simply volunteering can get things moving in the right direction.
5. Help with New Director Orientation
Most non-profit directors have been a strong supporter of an organization long before taking on such a big role. But they usually need to learn more about fiduciary responsibility and governance oversight.
By volunteering for new director orientation, you are helping the board improve its governance in two ways:
By contributing to the training content, you can ensure that it includes a thorough foundation in governance responsibilities, and
Over time, you will help develop a more governance-conscious board culture.
6. Document Your Dissent
If something feels wrong—ethically, legally, or procedurally—speak up. Depending on how sensitive the issue is, you might want to start with a private conversation with the board chair to ask that your concerns be put on the agenda for a discussion before a vote is made.
However, if this issue comes up at a meeting and you are asked vote on it immediately, voice your dissent with clarity and ask that it be reflected in the minutes.
☂️ A Note on D&O Insurance
Many board members assume that Director and Officer (D&O) liability insurance protects them from any personal consequences tied to board service. While D&O coverage can provide important protection, it's not absolute. It typically does not cover willful misconduct, gross negligence, or situations where directors failed to meet basic oversight obligations.
If your organization has such a policy, make sure you know what it does (and doesn’t) cover. If you're unsure, request a copy of the policy and seek professional guidance to clarify any gaps.
Being insured is not the same as being shielded from consequences, especially if the board’s governance practices are weak, documented practices are not followed or decisions are made without due diligence.
⚠️ Should You Consider Resigning?
Sometimes, doing the right thing means walking away.
Here are signs the risk may outweigh the value of staying:
The board consistently ignores legal or financial red flags.
The board is so overwhelmed by its workload that it cannot stay on top of its most fundamental oversight responsibilities.
Most of the other directors have little understanding of their legal and fiduciary responsibilities.
You’ve raised significant concerns multiple times with no satisfactory response.
There’s a pattern of rubber-stamping major decisions without review.
You’ve been asked to approve things you don’t understand or can’t verify, or had your questions dismissed as “nothing to worry about.”
Is this a recent or chronic issue? Sometimes a big change like hiring a new ED or dealing with a crisis can temporarily put the board off track.
Your presence is being used to create a false sense of legitimacy.
Ask yourself:
Am I serving the mission, or helping to shield dysfunction?
Leaving doesn’t mean giving up. It means choosing where your time, integrity, and expertise can do the most good.
🕊️ Before You Resign
If you’ve reached the point where resignation feels inevitable, consider taking one final, intentional step before making your decision: request a private meeting with the board chair.
This isn’t about placing blame or delivering ultimatums. It’s about fulfilling your duty as a director by clearly and calmly explaining the reasons you feel you can no longer serve, and giving the board a chance to reflect.
In that conversation:
Articulate the concerns that brought you to this point. Reference specific actions the board has taken—or failed to take—that you believe are inconsistent with responsible governance.
Be clear about what you view as unethical, irresponsible, or potentially illegal behavior, and why. This might include decisions made without due process, failure to manage conflicts of interest, neglect of oversight responsibilities, or breaches of the organization’s own bylaws or policies.
Use the board’s own documents to support your position. Point to mandates, policies and documented processes that you believe are being ignored or misused.
Most importantly, frame this as a matter of values and responsibility, not personal criticism of the chair or any individual.
Sometimes, directors don’t realize how serious things have become until someone lays out the issues plainly. Your candor may jolt the board into long-overdue reflection or action. It may also lead to a conversation that shifts the culture, or at least creates space for accountability.
Even if it doesn’t change the outcome, having that conversation allows you to leave with integrity, knowing you honored your role to the very end.
💬 Quiet Leadership Is Still Leadership
You don’t have to bang the table or dominate meetings to lead. Just by showing up prepared, asking better questions, and staying grounded in your values, you're already modeling the kind of board service your sector needs more of.
📩 Struggling to navigate a difficult board dynamic? I help non-profit directors work through situations like this confidentially and strategically. I’d be honored to support your leadership journey.