Club industry consultant and impending PhD Warren Tapp works in the arena of club legislation and governance, and offers this advice for clubs experiencing less than ideal situations with directors.
*
A Board cannot remove a director, only the shareholders or members can do that. If you have a problem director the Chair can meet with them and strongly suggest they resign as the Board has lost confidence in them. A problem director is one who keeps interfering in management or operational matters, does not agree with any Board decision or breaches the confidentiality of the Board and undermines it.
The Chair may be the problem as they let the meetings run right of any agenda and keeps secrets from the rest of the Board, or they are highly crucial of individuals in front of others. The only solution is for the whole Board to meet with the Chair and explain they have no confidence in them, and the must change. Again, they have no power to remove the Chair.
Another problem may be the CEO who refuse Board directions or ails to meet any KPIs. This is not so difficult to deal with as the Board has the power to terminate the CEO contract (once you have obtained legal advice).
A Board problem I have seen is complacency. Often the same people have been on the Board for years and they form a little “club” where they all agree to agree on everything. The result is an attitude that “if it is not broken, don’t fix it”. The scrutiny level by directors can also reduces over time.
Warren Tapp
