Conflict between Directors and Members

Resolving Conflict Between the Board of Directors and Nonprofit Members

A woman with curly hair leads a nonprofit board meeting discussion.

One of the more nuanced types of conflict a nonprofit can run into is disputes between the nonprofit’s members and its Board of Directors. Attorneys and consultants who are not well-versed in nonprofit law can often give poor advice in these situations, as it’s a situation completely unique to nonprofit organizations with established voting members. We’ll break down some examples and options you can take to resolve conflict between your board and your members.

What are members? What are directors?

First, it’s important to understand what we mean when we use the term “members.” Many people think a member is a person who is involved with your nonprofit in some capacity, whether they’re a volunteer, a donor to a certain program, or they’re an advocate. But the term “member” has a legal definition in this case. A member, in the legal sense, is a person who has some sort of voting rights that are built into the corporate documents (usually the bylaws). 

Most types of nonprofit organizations do not have members. Churches, social clubs, and professional associations often have members. You can read more about what members are, as well as the pros and cons of having them, here

While many nonprofits don’t have members, all nonprofits must have a Board of Directors. We’ll refer to them as directors in this article to avoid any confusion. 

Types of Conflict between Directors and Members

When it comes to conflict between directors and members, it often stems from two different possibilities (or sometimes both!):

1. Unclear communication/miscommunication about the roles, responsibilities, and hierarchy of members and directors

2. Directors taking action the members disapprove of (or vice versa)

Conflicts due to Communication (or lack thereof)

In the case of number one, communication is key. First, refer back to your corporate documents that establish your nonprofit’s structure and where its members fall in the hierarchy. Checking your bylaws and articles of incorporation is a good place to start, then expand your search to any relevant company policies or handbooks you may have adopted. Between all of these documents, you should have:

  • A clearly defined hierarchy if there is a disagreement between the two
  • Information on what members can or cannot vote upon
  • Information on how members are selected
  • Information on how directors are selected

If you find you do not have these details anywhere in your corporate documents, policies, or handbook, it’s time to update your documents. Reach out to us for assistance with updating your bylaws or policies. 

If your documents do spell this information out, ensure that this is clearly communicated in writing to everyone involved. Be sure that members know what their role in the organizational hierarchy is and how they can make their voice heard without violating organizational policies. 

Sometimes, in the excitement of joining an organization, the details can get swept under the rug. Try creating a document or email for new members once they join that outlines the benefits and responsibilities of being a member, as well as where they can go if they have questions about their membership. When people know who to speak with about questions and concerns, conflict can often be prevented. 

Conflicts over Action (or Inaction)

On the other hand, if the conflict stems from action taken by directors that the members don’t approve of (or vice versa), start with any conflict resolution procedure outlined in your bylaws or policies. However, if one group has reason to suspect the other group has violated the organization’s bylaws or local or federal law, it’s probably time to consult a nonprofit attorney about your options to resolve the issue

There are specific laws and rules that apply to nonprofit conflicts that often require a nonprofit-specific attorney’s help. For example, some states require a group of members wanting to sue the nonprofit organization to have the support of 50 members, while other states require the support of a certain percentage of the membership, in order to move forward. In some states, the required number or percentage of supporters is not defined. However, that does not apply if the group simply wants to send a cease and desist or a demand letter to the directors. Check in with a nonprofit attorney to learn more about your state’s requirements and what action is necessary in your circumstance.


Overall, having members is meant to strengthen your nonprofit. A good relationship between directors and members can help your nonprofit thrive by making it more democratic – the members having a say in how the organization operates can lead to heightened accountability and an increase in ideas. But conflict between directors and members is common. Having policies in place to handle the conflict and ensure that everyone is clear on their role in the organization can help proactively manage conflict.