Over the past two years, we have seen an increasing number of GDPR claims being made alleging that an individual’s data protection rights have been breached.
Take Mr M, for example – Mr M was a tenant board member of his local housing association. Mr M, being a community-minded man, got involved in supporting the vulnerable elderly couple down the road. He would take them shopping and sort out their Sky subscription. However, with the couple concerned being barely literate, he was also taking a “percentage” on top of the subscription, without, of course, their knowing …
Or take Ms O – a well-known activist who ended up on the board of a charitable company leading a community regeneration project on her “patch”. Ms O was a vocal, strong-minded person, who made her views clear, but had a reputation for being fair and robust – until one day in a board meeting she overstepped the mark and used clearly racist language.
The conduct of volunteers in any organisation, even at senior board member level, can fall short in a wide variety of ways, often not as obvious as those set out above. Over the years, Anthony Collins Solicitors has had to deal with board member issues for consumer co-operatives, housing associations, social enterprises and charities, and there are a few (perhaps obvious) useful truths which apply in any such situation.
First, at some point when you are not in the midst of a dispute, review your rules to make sure there is clear provision for the removal of board members for misconduct. Not all rules contain such provisions, and not all such provisions are clear. Ideally, make sure that if the allegations are serious there is the ability to suspend the board member (or members) concerned – there is some doubt, certainly for limited companies, about whether a board member can be legitimately suspended unless there is a clear power in the rules to do it.
Secondly – and, again, not in the heat of the moment – at least consider having a procedure for dealing with complaints about the conduct of board members. This could look something like the following:
- notify (and, if necessary, suspend) the board member concerned – unless matters are so serious that you need to involve the police
- investigate any allegations – with independent support if needed, and give the board member concerned the opportunity to put their across side of the story as part of that process
- present the findings to a decision maker (the chair, a standards committee, or even the full board) who have not been involved in the process up to that point; again, give the board member concerned the right to put their case forward
- have a range of sanctions, from a simple warning up to permanent removal from the board
- give a right of appeal to the full board (or the membership, depending on your rules).
Think about having a board code of conduct if you don’t have one already. Educate your board as to what they should expect of each other. Talk about how people behave in meetings, what they disclose outside and how they talk to staff. Help board members be clear about their role.
Thirdly, if and when an issue about board member conduct arises, use the procedure. If you have an agreed process, keep to it. There are court cases which say any decision your organisation purports to make could be invalid – not because the decision was wrong (necessarily), but because you didn’t do what you said you were going to do.
Above all, don’t:
- panic (it’s all happened before, somewhere)
- insist on sacking a board member immediately, before any investigation
- get drawn into a slanging match
- cut corners during the process.
Dealing with board member misconduct is no fun, and it can be a drain on time, funds, and energy – but it needn’t be the end of the world if it is handled properly, and it can be even be a learning experience for those involved.
For more information
This artice was first written for Co-operative News, issued 24th April 2014.
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