How to deal with an uncooperative chair

1. Diplomacy

As a first step, then, go and talk to the chair. Talk to them, don't write them a letter. Tactfully set out what you find problematic, and what you'd like to see remedied. Be prepared to compromise, or negotiate, or offer to help. Give them a chance to explain themselves, or excuse themselves, or promise to reform, without being humiliated or losing face or going on the record.

As this may involve standing up to a bully, you mightn't want to put your hand up for it; but if you don't, you might as well stand down now. It's only going to get harder from here.

2. Politics

If the chair won't change any of their habits, despite your entreaties, you can appeal to the board as a whole. As a single member, you have no powers at all that are different from those of any other member of the organisation, save that of being present at board meetings. Neither, however, does the chair. The chair is a creature of the board, and must do what the board tells them. Write down the things you want done differently, and the reasons why you think that would be a good thing, and put them in as a supporting paper for a board motion.

2.1 Losing the vote

If the board votes that motion down, you should consider your options carefully. If the board is going in a direction you don't approve, you're still not free to oppose it publicly.

Board solidarity requires that losers accept the legitimacy of the vote. This is not the parliament; there is no loyal opposition. Furthermore, you're still legally responsible for what happens, whether you voted for it or not - and if you're worried about the finances, there's a very, very small chance that this may have legal consequences.

If you don't have the board on your side, your next option is to change the board. This would involve standing a new ticket at the next Annual General Meeting - or, if you're in a mad hurry, at a Special General Meeting. The secretary has to allow you to send out your documentation. Bear in mind, though, that two can play at this game, and you'll need to be either pretty persuasive or willing to branch-stack vigorously.

And if that doesn't work? You don't want to resign, obviously. You joined up because you wanted to pursue the organisation's mission, and that's still as important as it ever was. But if you can't stop the organisation from going off on the wrong track, you have to ask yourself whether you might be better off leaving and trying to work for the same ends in another way - by starting up your own organisation, if it comes to that.

2.2 Winning the vote

If you win the vote, and the chair is a good sport about it, then all is well. If, however, the problem you're trying to fix is that the chair is ignoring the directives of the board, you may have to go further than this. You may want to look at removing the chair constitutionally. Get out your constitution and look at the procedures for removing board members. You'll find, I can say with some confidence, that they're slow and convoluted, allowing a delinquent chair many opportunities to oppose, appeal and delay. It may just be easier to wait for the AGM.

If you can't wait, an alternative approach is to place restrictions on the chair by a board vote. You can remove their authority to sign cheques, for example, or to make commitments on behalf of the organisation, or even to officiate at meetings; you can at the beginning of every session simply hold a vote and have the vice- chair take over. If you have the numbers, you can do this.

3. Law

Let's be clear; whatever has to be done has to be done by you. You, personally. You cannot pass this particular buck to anyone else. More specifically, you cannot pass it up the line to the regulator - not to the ACNC, not to ASIC, not to the registrar of associations. The chair's actions may be in flagrant breach of tradition, propriety, common sense, board policy, or the constitution itself. It doesn't matter. Unless actual financial peculation is involved, and you have good evidence of that, nobody will touch it, for the good and sufficient reason that it's a matter of contract law, not general law.

The chair's duties and the chair's powers and the chair's responsibilities are specified, if they are specified, in the constitution, which is an agreement freely entered into between you, the chair, and the organisation; you are the only people who have an interest in it, and you are the only person who can sort it.

4. Culture

As the old Chinese sage had it, the most successful battle is the one you don't have to fight. A situation where the board is at odds with the chair has already gone a long way down a bad path. You should be able to maintain an organisational culture where the chair works closely with the board and isn't able to go off on frolics of their own, where the board knows what methods and what attitudes are unacceptable, where safeguards are in place against financial risk. If your group is working as it should, you'll never need to use these tools. Try for that.