What should counsel do when board chair “goes rogue”? I am outside general counsel to a nonprofit. The chairman of the board has gone rogue and is riding roughshod over management and unilaterally making decisions claiming that the board has approved, even cc'ing the board on memos to management (but not providing copies to the board members), but not actually involving the board. What as general counsel can I do? I do not want to disrupt the rest of the board which functions correctly. I have met separately with the chair and thought he understood, but he is at it again. He is now authorizing expenditures and micro-managing the entity unilaterally. —From the Website. Rule 1.13 of the Model...