Being undermined by another director

[BrionyAur]

Hi, I have a dilemma. I started a community interest company a few years ago to take over a project which had been running under an umbrella charity. It was a bit of a forced situation as the 'parent' charity ceased trading under slightly dodgy circumstances and the service users did not want the project to stop, but the only way it could carry on was under a new legal structure. I did all the legwork - registering the CIC, fundraising, getting the land tenancy (it is a land-based project). I am 'the person with significant control' and it is registered to my home address. I needed 2 other directors so 2 of the regular volunteers came on as directors to help get it up and running. I was the only person with the skills to run the project and fundraise etc, so by agreement I continued to be paid under the new CIC, but only at a fraction of what I was earning before. None of the other directors are paid, or want to be.
I have built it up and we now have 7 directors and a fairly steady income.

BUT ...one of the other original directors is an awkward sod. I do all the work of keeping the business going, pretty much as a one-woman band but he is there regularly (despite having a day job). He has just had 3 months off his normal work due to a 'bad back'. He volunteers regularly, and because he is a director he throws his weight around, orders people around, and likes to have the power / authority that comes from being a director without any of the inconvenient responsibility; he has a very simplistic attitude and has no idea of the hoops I have to jump through to bring in an income and satisfy funders requirements etc (we get a lot of grant funding).
We have just taken on new member of staff to do the project work, who is coming to the end of her probationary period. She is very nice but not up to the mark so I want to extend the probationary period. Awkward director has suddenly gone all protective of her, seems to be texting her a lot, and is insisting on being in on her next supervision to 'help her', when I'm going to tell her why her probationary period is being extended. It feels like he is putting her and her needs before the business. While I want to be fair and to give her the opportunity to improve, I don't think we should sacrifice the needs of the company, or compromise our service users, if she isn't doing the job to the required standard. It feels like he is trying to undermine me.

I'm really fed up of his attitude and in fact I have regular sleepless nights as he stresses me out all the time. If I could afford to I think I would have just walked away already. Has anyone else faced a situation like this - could I claim constructive dismissal if I leave due to his overbearing behaviour? Or what are my employment rights - are they different for a company director?
I hope this makes sense and thanks for any advice you can give me.

So the issue is that you have all of the responsibility but no autonomy here. And you have no process, mechanism or senior mediator to force a resolution. It sounds stressful.

Three things are a key factor here:

1. How much do you NEED this role, would you sign up for the pay/conditions if you were considering the job? It sounds like no.

1. How much do you want/can you create the conditions to remedy it?Can you force him to step up and do more of the shit work? Do you even want to, energy wise?

1. How easily can you get another role/would be ok to walk away or just step down and be a volunteer-type person? (the latter is rarely possible in reality)

You need to step back and consider how this works longer term because the actual underlying model seems broken. Even if you resolve this particular issue, what's to stop the next crap happening if he goes on leave from work again e.g. if you need to find a new insurer, or you need to re-structure legally, etc?

It sounds like a lot of stress which frankly you should only do if you genuinely think the effort/energy/pay is worth it long-term, and if it's not, start exit planning, including starting to shed responsibilities onto other directors.

(I've been in a similar situation and look back and wonder why i put up with it for so long, for so little apprecitation, i was a mug.)

What do the other directors think of this man? Are you able to down vote him?

Do you still have 100% control of the business?

I'd probably look to getting him out, or sell him (or someone else) your share and walk away. You can't really continue with him undermining you.

Sometimes with these land based projects, and I have been in exactly the same situation keeping a man at bay who wanted to control everything, you have to be prepared to walk away. In my case I found out he is still mithering everyone and I closed my company down 7 years ago. He will just latch on to anyone using that space.

If the others are not on your side then you are left with fewer options. Do you have a close relationship with one of the others?

Seeming: Thanks for your reply, and for breaking it down into logical steps. And I'm sorry it's happened to you as well - it's easy to let these things go on for ages, especially when you're in the middle of it all.

I think the reality is that it will carry on happening - it's been like this for the past 3 years. None of the other directors seem to want to be involved, one has offered to listen when I'm stressed - which helps up to a point but does not resolve the issue in the long term. Another did offer to mediate but Awkward Director wouldn't take part as he said it would be a 'rigged / a kangaroo court'. Most of the other directors have come on board relatively recently, so they don't necessarily know the history of our roles and are maybe a bit reticent when it comes to criticising either of us. They do say that if I left it would probably fall apart though, so that's a bit of a bargaining chip in my favour.
Forcing him to step up and do the shit work - he doesn't have the skills, and has admitted that.
I think I'd find another job eventually but I have put so much into this that it's hard to walk away. But the effort / energy put in, which includes loads of extras and curve balls constantly coming my way, will not be worth it in the longer term.

It really helps to write it down though! Gives a bit of perspective.

shedmistress I'm not sure if I'd be able to get the others to vote him down. They are not closely involved with him and, at arm's length, he's not as painful. I have to deal with him day-to-day which is when he can get awkward.
I don't have 100% control of the business but I am the 'person with significant control', or PSC, which apparently means that Companies House, HMRC etc will come to me if things go wrong. But it doesn't give me any additional powers (I rang Companies House to find out last time he was being difficult).
I could ask for him to step down due to bullying and harassment of me. But I think I'd have to ask the others to vote in favour, and a lot of them are conflict-averse so it might not go my way.
I could also tell him that he's broken the directors' code of conduct as well as the bullying policy but again, it's a load of hassle and red tape to prove it, etc.
It's useful (if depressing) to hear that you and Seeming Seamstress have had similar experiences; this has been going on for 3 years now and it will probably continue unless I do something drastic.

If the Directors (or at least some of them) recognise that you’re what’s holding the whole thing together then you have a degree of power.

If you’re pretty close to jacking it in anyway, I’d force the issue by getting them all together and saying “he goes or I do.” And be prepared to accept it might be you.

If one of the others recognises that he’s been / being awkward then talk to her in advance and get her on board. That way you’ve got a definite ally in the meeting.

As for the probationary meeting, I’d tell him he’s not to attend. If she decided to appeal your decision to extend her probationary period then the other directors are who she’d appeal to, and he’d no longer be an impartial / uninvolved party.