Have a Standards of Conduct document for Board members that specifies their personal standards as Directors. This forms the basis for any discussion to be had regarding an individual Directors behaviour.
Model set of Standards for Directors
Each Director recognizes and agrees to uphold the following standards of behaviour:
S1. To take personal responsibility for contributing impartially to the decisions of the Board, with no thought given to personal gain.
S2. To actively seek adequate knowledge about the business of the organization.
S3. To provide positive input into the development of organizational policy.
S4. To provide strong support for the long term strategies of the organization.
S5. To accept the need to sufficiently prepare for Board meetings and decisions, and to insist on sufficient information to enable informed debate and decision making.
S6. To perform the assignments delegated by the Board.
S7. To delineate and state personal positions vs organizational positions on controversial matters to better enable the Board to make informed decisions for the betterment of the Not for Profit organization.
S8. To devote sufficient time to the duties of a Director.
S9. To uphold high ethical standards at the Board level.
S10.To tender a resignation if unable to uphold any of the above Standards of Behaviour