Two board members will not yield. The agenda has stalled for two meetings. Decisions are not closing. The team has noticed and started making private calls about which side to back when it breaks.
You are not the referee. You are the structure between them.
Most board fights are proxy wars over a hidden disagreement nobody has named.
The fix is to surface the disagreement explicitly outside the meeting, name the underlying decision in writing, and bring back a structured option set with tradeoffs.
Make the board choose between alternatives, not between personalities.
Two members keep landing on opposite sides of decisions that look unrelated. The pattern is the signal. The disagreement is not about the specific call. The disagreement is about what kind of company this is supposed to be.
When the board fights three meetings in a row, the issue is upstream of the agenda.
These are the places the fight usually originates.
Members disagree about what the company is becoming, not about the specific decision on the table.
Nobody is sure who actually owns the call, so every meaningful decision becomes a debate.
One member is optimizing for an exit timeline that has not been disclosed. The fight is about their incentive, not the company's.
Answer what is actually happening this month.
What is the pattern in the decisions where the two members land on opposite sides?
What underlying disagreement does that pattern point to?
Has either member ever named that disagreement out loud?
What does each member actually want from the company in three years?
What would happen if the board had to choose between two specific written options instead of fighting the agenda?
Surface the disagreement explicitly outside the meeting. Most board fights are proxy wars over a hidden disagreement nobody has named.
Because the decisions on the table do not have a clear owner. When authority is ambiguous, every meaningful call becomes a debate.
Slow down the meeting. Take the fight offline. Bring back a written option set.
When the member is fighting against the company, not just for their position. When the pattern is consistent. When removal is possible under the operating agreement.
The board fight is the visible symptom. The disagreement underneath it is the actual decision. The CEO who names the underlying disagreement in writing usually closes the fight.
This is a multi-party transition. Tier 03 applies when the board itself is part of the work. If the question is one specific decision the CEO needs to close, start with Tier 01.