Four Ways to Remove a Board Member

Occasionally, a board member needs to be removed from the board. In some cases, a conflict of interest or unethical behavior may be grounds to remove an individual from the board. In other cases, the behavior of a board member may become so obstructive that the board is prevented from functioning effectively.

The best boards often have strongly felt disagreements and heated arguments. Challenging groupthink and arguing for an unpopular viewpoint are not grounds for getting rid of a board member. But if a board member consistently disrupts meetings or is otherwise destructive and demoralizing, it may be appropriate to consider removing the individual from the board:

1. Personal intervention

One-to-one intervention by the board president or other board leadership is a less formal solution to managing problem board members. If a board member has failed to attend several meetings in a row, or has become an impediment to the board's work, the board president can meet informally with the board member in question. The conversation can occur in person or on the telephone; the board president can specifically request a resignation. Examples:

  • "I respect your strong opinion that we have made the wrong decision about moving the office. But we can't continue debating the issue. If you don't feel you can wholeheartedly help us try to make the decision a success, I'd like you to consider leaving the board."
  • "I suspect this is a time when it's just not possible for you to get to the meetings and participate as fully as I'm sure you woud like. I'm wondering if it would be better if we released you from your board obligations . . . what would you think about my sending you an email confirming your resignation due to lack of time?"
  • "I'm having a hard time managing board meetings with your frequent interruptions and I am worried about losing board members due to the kinds of criticisms you make of them in meetings. I think it would be best if you would take a break from the board . . . you could resign now, and later, when there's a different board president, talk with him or her about your re-joining the board."

2. Leave of absence

Make it possible for individuals to take a leave of absence from the board if they have health, work, or other reasons why they cannot participate fully during the current term. A board member can take, for instance, a 6-month "disability leave," or a 3-month "busy with new job" leave.

You can either keep the person on the board formally (but not expect them at meetings) or you can have them resign for purposes of determining a quorum. Either way the time on leave counts towards their board term; otherwise someone who takes a year's leave can end up being on the board for much longer than is appropriate.

Suggesting a leave of absence to a board member who is, for example, failing to do tasks he or she agreed to do, offers a gracious exit and allows the board to assign tasks elsewhere.

3. Term limits

Most boards (62%) establish not only board terms but also term limits, such as two-year terms with a limit of three consecutive terms. In such a situation, a board member cannot serve more than six consecutive years without a "break" from the board. After a year off the board, an individual can once again be elected to the board.

Proponents feel that term limits provide a non-confrontational way to ease ineffective board members off the board. Opponents of term limits believe that, with proper board leadership, errant board members can be guided toward either improving their behavior or quietly resigning from the board. (The difficult part is ensuring "proper board leadership" over many years.)

Whether or not you have term limits, place a person's term right next to their name on the board roster; otherwise it's too easy for everyone to forget how long they've been on the board or when their term ends. Example:

  • Jack Moon (Term 2 ends January 2012)

4. Impeachment

Your organizational by-laws should describe a process by which a board member can be removed by vote, if necessary. For example, in some organizations a board member can be removed by a two-thirds vote of the board at a regularly scheduled board meeting.

If you do not have a way to vote out board members, add this now to the bylaws, not when there's "a problem with a first and last name."

See also in Blue Avocado:

This article is adapted from one in the Best of the Board Cafe, Second Edition, by Jan Masaoka.  Click here to order.

Jan Masaoka is Editor in Chief of Blue Avocado, and has yet to be kicked off a nonprofit board. However, she has resigned from a board when she realized she was out of sync with everyone else.

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Comments

Great article, Jan. I will add this to my list of must-reads for Boards (together with your article on dashboard repiorting, my personal favourite) Steve Bowman, Conscious-Governance, Australia

Thank you for quoting BoardSource's Nonprofit Governance Index. It includes a lot of intersting tidbits for boardroom discussions. We have a newer 2010 version and here is a link to it http://www.boardsource.org/dl.asp?document_id=884

Outi Flynn
BoardSource

Thanks for featuring this Jan. Here in the oh-so-polite corner of the country (Pacific Northwest) boards will tolerate negative behavior, even bullying, rather than address the issue directly and remove the board member. I once sat on a board which had a bully as a member. He had been recruited specifically for his knowledge and connections which were relevant to our strategic plan. But there was no "test" for personality. Turns out he was a horrible bully, and it took a superhuman effort to get him off the board. As board members we simply must address these issues head on instead of hoping they'll go away. Liz Heath Sound Nonprofits

but what about those methods that some might deem 'questionable', but nonetheless can be quite effective as well? * forgetting to tell those 'certain members' where the meetings are being held... * completely ignoring the person when they do manage to find the meeting... * and my personal favourite, blackmail... ;-) Adrian Ashton http://www.adrianashton.co.uk

I found a good way to balance the advantage of keeping good board leadership through not having term limits and weeding out bad board members through term limits: at the end of each person's term, the board executive committee evaluates the board member and decides whether or not to invite them to serve another term. (I believe the idea came from an interview with Max De Pree in a book on nonprofit leadership.)
Stan Mansfield, Shepherds Bible College

You always include the most timely information...I appreciate you...we especially needed the section on board member removal/term limits. I can't imagine anyone wanting to remove you from their board. I think you would have the opposite challenge. Janice

great advice and thanks to AAIE for the heads up on this website laura (board chair at an international school )

I hope to see a future article addressing the "flip" side of this dilemna. For instance, a Board member is indeed a, "change agent" and offering good and supportive advise and leadership but the majority of the Board refuses to listen and tries to orchestrate an "impeachment" to say the least. How then, does the one being impeach react? Should the Board member stay as elected by the membership to provide said change or leave to let the Board continue on with its less then stellar stewardship and leadership?

Your suggestions are terrific, Jan. But what concerns me is that yes, the Board Chair should be talking straight to a rogue board member, and yes, having backup from your bylaws would be enormously helpful. BUT the board Chair is a volunteer talking to another volunteer. Firing someone, taking their job or their role away - everyone hates to do it. That's one of the world's hardest jobs.

I would love to see more support offered to board Chairs, in the recognition that roles are often more blurred with volunteer jobs. Clear guidelines about what constitutes inappropriate behavior are tremendously helpful, but training board Chairs specifically in board leadership, with better understanding of the magnitude of their role, would go a long way. I so often hear, "Well, the board chair should..." Sure. But no-one should underestimate the difficulty of what is being asked of the Chair in these situations.

Great article - so glad I found this site. I am secretary for an all-volunteer non-profit organization and have an odd circumstance I'm dealing with. I heard thru the grapevine that one of our board members is not interested in participating any more. I left him several messages to confirm if this is true or not, but he won't call back. This board member holds an officer position, therefore has actual duties that need to be accomplished. Is it appropriate and would it be legally binding to send written correspondence to him that states if he does not respond within a certain amount of time, the board will assume that his silence construes resignation? I don't want to be in limbo indefinitely because someone decides to flake and not take the time to send us a note with the words I resign on it! Our bylaws do not address this situation. Any suggestions or advice would be appreciated.

This isn't legal advice, but I like your idea of sending him a letter. Then have the board vote to accept his resignation.

Good luck with a tricky situation! Jan

I understood that when someone is on leave from a volunteer non-profit board position, they are technically still a member of that board and therefore are still legally responsible for decisions made by that board. Because of this understanding, I have advised Trustees and clients of my consulting practice to step down from the board instead of taking a leave. Your thoughts on this point, Jan?

I had the experience where the board president was the offending party, and the other board members did not want to take on the drama of asking her to change or leave. I ended up leaving instead.

What do you do when the Board President is the offending party? I am the Managing Agent for this property and have been for over 20 years. I have no intention of voluntarily leaving my job as I love it and want to see the best for the residents and staff at this facility (I am under contract with the Property/Board). I have never had any serious issues like this until this particular Board Member. He has insulted me (putting it nicely) several times and always wants to discuss any 'issues' either after the Board meeting or in between. The constant calls are ridiculous as well as undermining of the other Board members. I am going to address this situation very soon and I am certainly not looking forward to it.
By address this - I mean bring this up at our next meeting to see if the rest of the Board has a solution. I could really use some advise though as to how to approach this without coming off as being vindictive, etc. I just want this particular member to realize that he cannot control the entire Board by doing things 'in between' meetings. He does know how i feel by the way. Thanks!

You will need to find out quietly if most board members feel the way you do. If they do, you can tell them that you may be forced to quit if they don't vote the board president out of his position. Better to find your allies early rather than waiting for a showdown when you haven't had a chance to build support.

Several years ago the board elected a Jekle-Hyde president. Within 3 months she had divided the board, caused 2 members to resign, was trying to fire 2 of the co-founders and was trying to merge our organization with another "pet" organization of hers. When considering her for the position, she seemed sane enough and very convincing that she was alligned with our mission.

It didn't take long for things to fall apart! Thanks to a very wise volunteer of ours, and with a rehearsed script, she was removed from the board. The damage she did in a short 3 month period almost caused our organization to close! That wise volunteer has been our excellent president since then.

I'm very wary of bringing on new board members. Be careful out there!

Your story really resonates. Our organisation had a similar experience which, however, lasted four years. The damage the president did took nine years to repair completely and she very nearly destroyed the organisation. For years it was touch and go as to whether we would survive. Suffice it to say that this was a learning experience.

What a fascinating thread. I think it is helpful always to remember the personalities and egos and feelings of the board members -- while important to keep in mind -- are absolutely, positively secondary to the mission and clients of the organization. It seems to me that if we keep this in mind, confronting a "troublesome" board members is less daunting a prospect.

This is indeed a VERY FASCINATING THREAD!! I can especially relate to the post by Anonymous on 5/31 which is practically identical to our situation!!! I'd be interested in what your wise volunteer said in their "rehearsed script"!!

Although our current board chair has not actually SAID that she is intending to try to get the 2 co-founders who w/o whom the organization would completely cease to exist, to resign, I suspect that is what she probably has in the back of her head!!

How do you go about addressing this when the Co-Founder & Executive Director are one in the same?

I have an issue that I don't see addressed. Thanks to the information on this site, our organization now has a 1yr-3yr-2yr term arrangement and the Board member must leave the BOD after 6 years. I am currently President, finishing my 6th year, and will no longer be a director after our annual meeting next month. I do expect to stay involved, but on the committee level.

Last night, the Nominating Committee presented the list of new members for a 1 yr term beginning in October. One of those named is a former Board member for over 12 years (leaving the BOD for a year, then coming back) and our most recent past-president. Our by-laws are clear about term limits, but not about returning board members. There was much discussion about whether returning former members to the Board are a good idea or if, as with many of our former Board members, they should be directed to committees instead. This concern is affected by whether the individual made valuable contributions during their term or whether they just want to "wear the Board badge" and not offer much in the way of effective leadership.

Any suggestions?

Can Anyone provide any information on the type of correspondance needed when the board needs to be reconstituted?

Thanks!

I have a real concern about "leaves of absence" for board members. In most cases, a member of a nonprofit organization board is a director of a corporation. (Normally, nonprofits granted tax exempt status also have corporate status in their given state; even some nonprofits that haven't yet, or don't plan to secure 501 c3 or 501 c4 status are incorporated.) As such, those directors have specific legal duties of care that simply can't be carried out if they aren't present but for which they may be held liable in the event of a lawsuit or other legal troubles. I'd suggest preventing this sort of trouble in the first place by including in your bylaws a provision that a board member who has not attended three consecutive board meetings be considered as having resigned. (I don't think it matters whether the absences are excused or not excused; why would you keep a director who misses an entire quarter's meetings, what can that person possibly be contributing to your mission?) You can also have a provision for someone rejoining the board if there is an opening available. Then, for someone you'd really like back after a period of absence, you'll be able to re-invite them to join the board, and complete their original term. All the way from Scotland, and fondly remembering my nonprofit colleagues--Martha Vail

What if the board president is the problem? Who talks to them? Can a vote of no confidence be taken by the school district?

School district board members are elected in some areas and appointed in others, so it's not possible to generalize across both types, I'm afraid.

I have just become ED for an organization where there are some difficulties (I knew this coming in). There are currently 4 board members (there are 3 vacant positions) consisting of the Chair, Vice Chair, Secretary Treasurer and one member at large. Currently Board quorum is three, the problem I am having is that the Vice Chair has not attended any meetings since January and the Chair was incommunicado for January to about mid April, then was available, called mtgs etc. till about mid June and now has dropped off the map again. The remaining two Board members are fully involved. Things need to be done at the Board level (changes in signing authorities, corporate profile registry changes, etc.) that have not been done. With out the quorum I can't get these things done and legally I can't do some other business. What are my options?

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