Bad Board Decisions

You Against the Board: Fighting Bad Board Decisions

by Alexandrea Roman on and last update on July 09, 2019

In an ideal corporate board, directors have harmonious working relationships with one another, but this doesn’t mean conflict never occurs. In a group of diverse personalities, differences in opinion over major decisions are bound to happen at some point. Also, conflict isn’t something that should be avoided altogether. It can be a good thing when it encourages various possibilities to be explored and discussed in a professional manner.

But what happens when you’re the only one opposed to an otherwise unanimous board decision, or when you’re part of the minority going against the opinion of the majority? The obvious answer is to let go; you can’t win everything, anyway. However, what if you know the board is making a big mistake? How can you fight for what you know is right when you don’t have strength in numbers to support you?

As a director, you have a fiduciary responsibility to make beneficial decisions for the organization you’re representing, and part of fulfilling that obligation is to do what’s best for it. So if you think the board’s strategy will do more harm than good, you must stand up for the organization and let your voice be heard, which you can do in several ways even when you’re outvoted:

1. Talk to the board chair.

It’s critical for the board chair to hear your concerns as soon as possible in case there’s still time for the board to reverse its decision. He or she may have enough of an influence to make the other directors see the mistakes they’re about to make. At the very least, he or she can give you an opportunity to air your side in the next board meeting. Gaining an audience with the whole board will give the other directors a chance to assess and consider where you’re coming from.

2. Write a letter to the board.

If you want to have a formal documentation of your concerns, prepare a letter addressed to all directors and ask the board chair to make it part of the agenda for the next board meeting. If he or she agrees, copies of the letter will be added to the board pack so that every director can read it beforehand. During the board meeting, the letter will be discussed and therefore, officially recorded and included in the meeting archives. If it turns out in the future that the board did make a mistake, records would show that you did what you could to avert it.

3. Back your opinion with an independent study or evaluation.

You can’t just claim that bad things will happen if the majority’s decision pushes through. Although emotions play a big role in decision-making, an impassioned plea will not be enough to win votes, especially if the directors in question also truly believe they’re doing the right thing. For example, if you think that adding a new product line will not be profitable while the other directors believe it will be, you have to present indisputable data to prove that your opinion is based on facts, and not just a gut feeling.

4. Approach your fellow directors.

When all else fails, rely on your inter-personal relationships with your fellow directors to get enough support for your cause. Approach them one by one as a friend and engage them in a more intimate discussion. In some ways, a casual and friendly conversation between two pals works better because in this situation, directors are more relaxed. They’re also away from any external pressure to conform to the majority vote. You have a better chance to influence them to change their votes.

These actions on your part can help swing the majority of the board’s votes. But even if your reasoning fails to make anyone switch sides, the board will know that you are serious about your opinion and that you’re ready to fight for it. You’ll gain the respect of your peers, and you’ll also you’ll save yourself from legal trouble in the future if you’re right about the board being wrong.


Convene stores past meeting documents in the board portal for fast and easy access. If you ever need a document for legal purposes (or any other reason), simply go to the archives and pull up documents you need. You can do this on your iPad, iPhone, or Android device at any given time and wherever you are as long as you’re connected to the Internet.

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