In a recent news article, it was reported that the Chief Executive of Cats Protection, stepped down after a disagreement with the behaviour of one of the Trustees in relation to the number of cats she kept as pets. Such an incident raises two key questions:
- what is the role of Charity Trustees and how can their behaviour reflect on the charity; and
- if the relationship with a particular Trustee breaks down what should be done and how can this be addressed?
The first point is the most difficult to handle as personalities mean that people may not always see eye to eye, and diversity in opinion can often be very positive. That said, it is important to ascertain what aspect of the behaviour of the Trustee is concerning and how that may impact on the charity. If, for example, a Charity Trustee is convicted of a potential fraud, then it may be that they may no longer act as a Charity Trustee, however there are many other things that may bring a charity into disrepute or tarnish the reputation of the charity which may have very little to do with their role as Trustee. We would advise charities to have a Code of Conduct for Trustees which sets out what is expected of them in their role as Trustees and also in terms of their behaviour generally. This can help to set expectations and if used as pre-induction can help to flush out any issues before appointment, the reversal of which inevitably can bring the issue into the public domain.
If a Charity Trustee is already in situ and there is an issue around their behaviour either inside or outside the charity, it can then be quite difficult to ascertain how best to deal with them. Ultimately, the Trustee is not an employee of the charity but their actions as Trustees can, for example, as an employer, have a real impact on your staff, your donors and the reputation of the charity generally, so it is important to have a way of managing that.
Depending on the constitution of your charity, there may be fixed term appointments for individual Trustees and this is certainly something that charities should look at. It should also be possible to remove a Trustee, however, the provisions for that will differ charity to charity. It would not be unusual for there to be a provision within the constitution to allow a unanimous vote of all other Trustees to remove the office of Trustee from one individual where their behaviour warranted such action but it is important to ensure that the individual involved has the ability to respond to any such accusations and is given a fair hearing.
Ultimately, conflict in board rooms is not unusual and can be very healthy for revisiting the purposes of a charity and how they are best achieved. However, when this conflict becomes public and begins to reflect more directly on the reputation of the charity itself, it is important that the other Trustees have the ability to take matters into their own hands to protect the reputation of the organisation.