Subject: None of the trustees are eligible for re-election

Hi Hannibal,

Did you resolve this, or would you still like some assistance?

All the best,

M.

No it has not been resolved though some work has been done on producing an amended governing document. This, and other issues, have split the committee and a clique of half the trustees now make all the decisions without reference to the main committee. Would very much appreciate any advice.

Nasty situation, though I fear not uncommon.

Just to clarify - by 'small charity,' are you registered with the Charity Commission or limited by guarantee? 'Small charity,' confusingly, is also used to refer to non-limited charities sometimes. Just want to clarify where we're starting from.

Secondly, are the trustees still serving whilst over the re-election limit?

Finally, the split in the group, which side has the majority and by how much?

All the best,

M.

I gather there is a general disregard for "red tape" among small charity management committees.

We are a UK registered charity and now have eight trustees after one was bullied into resigning following verbal dissent at a committee meeting. We have all served several years past the re-election limit specified in our own rules.

We have four trustees who believe they should make all decisions. One long standing trustee always votes with them, at least so far. Myself and two others are in bad odour for our differing views on many matters.

Thanks for your interest.

Sorry - one final question I should have asked, are you yourself a trustee, or are you speaking as a member about what you see happening? You don't need to give me your position on the board if you are, I just assumed that you were and then realised that it isn't actually written. Good to have the facts first.

Cross - post, you just answered my question.

I'll read through and answer in a moment.

I'll try and give a full set of suggestions here. Like I said, I don't think that's an isolated experience. Difficult board meetings and conflicts are a perennial problem for many organisations.

If you check through the How Tos on this site, I'm sure you'll find some dedicated to personality conflicts and stagnant boards.

The reason that I asked for your charity status is because, for those experiencing this in an unincorporated charity, my first suggestion would be to step back. If you are part of an organisation that is not yet limited by guarantee you, as a trustee, will be financially liable if something happens to the money. If at any point you feel as though you can't trust other members of the board to act in the best interests of the organisation, it is worth considering your own financial safety in a worst case scenario.

Once the charity is limited, you are protected as an individual against financial liability and you have a bit more room to consider your options.

My second suggestion to anybody who sees themselves in this position, is to start a diary of events. It's okay to record personal feelings, but make sure - above all else - that you get the facts of the matter down on paper: times, dates, decisions. Collect minutes of meetings where appropriate.

Firstly, and most obviously, this means that you will always have the facts to hand should you need to fight your corner or cite them.

Secondly, and without fanning the flames of conspiracy theory, it's easier to see patterns in decision making over a longer period of time. If there is an ulterior motive or a conflict of interest within the board, it may become apparent over time. It's worth keeping an accurate record of the details.

Having said all of that, what I am about to say may not be as popular.

An organisation is bigger than any one individual. Though, no matter how often you repeat this, it is rarely fully understood. Big personalities often take on the persona of the organisation. Most often a problematic Chair or founder.

That aside, the first thing I would urge you to do is to ask the question 'does the organisation function?'

By this, the questions to ask are:

1. Does it have a clear purpose?
2. Is it financially stable - are returns in on time, are they accurate?  
3. Is the organisation undertaking agreed projects successfully, or delivering services?
4. Are the members happy? (might be worth surveying them)
5. Can you foresee any impending disasters on a catastrophic scale?

It's tempting, when angry with other members of the board, to answer negatively to each of those questions. It is very important, for decision making, that you answer truthfully. A few deep breathes and a cup of tea before you start thinking about anything in depth.

The organisation may not be doing brilliant works, but it may still be functioning. So long as it is functioning with a fair degree of competency (i.e. not heading for bankruptcy, not fiddling funds) then that's a good start. Unfortunately, this does mean that the majority voting component of the board (the quorum) is also functioning. You may not agree with their decisions, their attitude may indeed suck, but the decisions they are making are thus far keeping the organisation afloat.

At that point, you need to ask the crunch question: 'can I continue?' If relations have broken down to such a degree that it's 'us' and 'them,' without any reconciliation in sight, it might be time to say goodbye and go and use your skills in an organisation where you will be welcomed and supported.

That is one suggestion. One worth considering carefully. Going head to head with a board when you're in the minority is likely to lead to a world full of stress and upset. If you are going to do that, you need to be very sure in your own mind that it's worth it.

Not sure if there's a word limit on my reply here, so I'll take a pause.

Happy to continue with some suggestions for taking on the board if you would like me to. It might be helpful if you could give a couple of examples of areas you've disagreed over.

Would you say that your organisation is functioning? Are the decisions they make functional, if not fantastic? Do you feel that they are putting the organisation at clear risk in any way?

Many thanks for that! I'm going to take my time before replying. Some interesting points there. Thanks again.