Golden Rule of Board Resignations
The Golden Rule of Board Resignations: When you resign, do it the way you would like others to resign. Whatever your reason, resign right.
Don’t botch your resignation: Do it right.
Most often as board members we stick out our term limits and leave the board feeling good about what we’ve contributed. But there are also times when you resign before your term is up. Maybe you’ve missed a lot of meetings or maybe you’re moving to another city. Maybe you’re uneasy with the direction the organization is taking, or maybe you feel that as a board member you are treated like a “mushroom”: kept in the dark and fed manure (!).
Regardless of your reason, you can just walk away quietly, or make a weak excuse, or you can use the moment to give meaning to your resignation, both to you and to the board.
Some ways to make significance out of your resignation
Voice your concerns before you resign
If you have concerns about the organization or the executive director but haven’t voiced them, consider raising them to the board president before finalizing your decision to resign. I know one organization where seven former board members were interviewed—and every one of them had resigned because they weren’t happy with the executive director, yet they never told anyone.
At minimum, raise your concern to the board chair or an officer you know: “The reason I’m really resigning is because I don’t feel confident that Jim is doing a good job as executive director. I can’t work constructively with him, but at the same time, I don’t want to prevent the rest of you from working with him. I want to be honest with you about why I’m resigning, and later on it may be important for you to know why.”
Be honest about your situation
If you’ve been AWOL due to other commitments, be honest about your situation. “I haven’t been the board member I wanted to be. And I realize it’s demoralizing to everyone when someone is as absent as I have been. I don’t think things will change for me, so I’ve decided to resign.”
If this is your situation, commit to doing one more specific task after leaving, such as getting two items for the upcoming silent auction or attending the city council hearing on zoning the following month.
Consider serving as the loyal opposition
If you are resigning because you strongly disagree with a major organizational decision, consider serving as the “loyal opposition.” You should be aware that leaving may look like “sour grapes,” but if you’re out-of-step with everyone else, and you aren’t comfortable staying, leave gracefully but with principle.
Consider writing a letter to the board explaining your position and read it aloud at your last board meeting. Ask to have it entered into the minutes. The board members who were absent from the meeting will hear your comments, and years later the record of the debate may help the board of the future.
Think about why you’re feeling the way you do
If you simply feel ineffective or useless as a board member, think about why that’s so. Is it because the board has an executive committee that decides everything of importance, leaving little for the whole board to do? Is it because neither the executive director nor the board chair really knows what to do with the board and with board members? Is it because the executive acts on his or her own and the board is an afterthought? Can these questions be raised with the board’s leaders who can address them with you?
The Golden Rule of Board Resignations
When you resign, do it the way you would like others to resign.
It’s unsettling to have fellow board members resign without knowing the reason, or suspecting that their stated reason is just an excuse.
Whatever your reason, resign right. Tell the board chair first, then the executive director, then the whole board. If you will be attending one more meeting, bring cookies or another gesture of goodwill. They will be listening carefully to your “last words,” so make the most of the moment to contribute to the organization and its cause — just as you did when you first joined the board.
See also in past issues of Blue Avocado:
- What to Do When You Really, Really Disagree with a Board Decision
- What to Do with Board Members Who Don’t Do Anything
- Blue Ribbon Nominating Committee to Recruit New Board Members
This article is adapted from one in the Best of the Board Cafe, Second Edition, by Jan Masaoka.
About the Author
Jan is a former editor of Blue Avocado, former executive director of CompassPoint Nonprofit Services, and has sat in on dozens of budget discussions as a board member of several nonprofits. With Jeanne Bell and Steve Zimmerman, she co-authored Nonprofit Sustainability: Making Strategic Decisions for Financial Viability, which looks at nonprofit business models.
Articles on Blue Avocado do not provide legal representation or legal advice and should not be used as a substitute for advice or legal counsel. Blue Avocado provides space for the nonprofit sector to express new ideas. Views represented in Blue Avocado do not necessarily express the opinion of the publication or its publisher.
27 thoughts on “Golden Rule of Board Resignations”
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Very timely topic in this economic climate I think. People are worrying about even such small things as gas mileage to and from meetings, time away from paid jobs, etc., etc.
Is it just me, or are there just too few people trying to fill multiple board slots in the community? It seems that every gathering I’ve attended in the past six months has had people introducing themselves with two to three different “hats” on. I, too, recently opted to step off of one board (no burnt bridges there) to allow more thought and time for the others I am on.
I wish that there were more good recognition opportunities for the smaller and mid-size organizations’ board members. So many terrific people are overlooked for the more “politically” important in every community!
Great article, Jan. I’d love to see a follow-up article on what the Board should do when presented with a director’s resignation.
From a technical, legal perspective, the Board (and departing director) may want to consider what the vacancy will mean in terms of the ability of the Board to get a quorum for meetings and whether a change in the authorized number of directors and/or an amendment to the Bylaws may be in the best interests of the organization. Such a Board action taken concurrent with the effective date of the director’s resignation may be an important step to the Board’s proper functioning post-resignation.
Does anyone have a “virtual” Advisory Board? that is, made up of people across the globe who support your work but don’t meet or even know each other? How does it work? What do you do to try to get and keep people involved virtually?
THANKS for your ideas.
Subject of an upcoming Blue Avocado article! Jan
Hi Pamela, My organization, One Street, relies heavily on the input and wisdom of our Board of Advisors who are scattered around the globe. Some already work together on their continents, others may never meet. Others have met because of their service on One Street’s Board of Advisors because they share similar experience and have stepped up to help on the same projects. We do not do full meetings with them (yet), but rely instead on their particular expertise when we need their input on projects or organization decisions. All Advisors receive regular full reports and, as excecutive director, I contact particular Advisors for their expertise when they are needed. Every one of our Advisors takes an active role with the organization at least every few months. Also, because our Advisors are actively involved in the programs and operations of One Street and so understand its background and future goals, members of our Board of Directors must have served as an active Advisor for at least one year prior to their service as a director. I realize our Board of Advisors is a bit unusual with this high-level involvement, but perhaps this will be of some use. Feel free to contact me for more info if you like: sue{at}onestreet.org. And check our website to see what we do for bicycle advocacy around the world: www.onestreet.org Sue
I am sorry but I think the idea of resigning on some high noble ground is nonsense! We often serve on boards with friends or in communiites where everyone will cross paths at some other point in time and you expect to do business with them again in some other shape or form.
I do believe that we should serve only if we can make a contribution and not one minute longer. I have happily served on many boards but I have also resigned at points in time for a myriad of reasons including:
–that I missed too many meetings –which was certainly true!
–that I thought the board leadership ineffective –which was also true but I only got a diatribe in response!
–that the executive director left no room for input and taking it on would only be an uphill battle!
–that my personal circumstances demanded my attention elsewhere–which was very true!
So is being absolutely honest all that important? Isn’t that a bit of extremism?? Isn’t what is in the best interests of the organization the better decision? Would adding strife to an organization that runs reasonably smooth but lacks imagination be worth so much ill will?
Sometimes it is enough to know when to leave and learn from the experience! Thanks!
Also, I think it’s obvious but to remember to put your resignation in writing so it’s totally clear the date you are off the board, in case something happens down the line.
Also, a question: what if the board can’t get a quorum to accept the resignation without the resigning board member present but the member is unable/unwilling to attend?
I agree with you as sometimes you can give so much of your time and energy to a cause and it’s not enough. When it’s time to leave then you have to make the best decision for yourself and the board. I think the bottom line it shouldn’t be an uphill battle. I will be leaving a board in the Fall as its time for me to go. My input is not taking into consideration. This is all a learning experience.
I have a friend that has resigned her position has Secretary of our MAR non profit organization because she is so busy with her regular job that she was unable to find the time for the extra dutiesm this is a volunteer position. She did this 4 months ago. The President of our Region indicated to her that she will have to stay the secretary until they find a new one to take her place. My friend situation has not changed she can not find the time to do those duties, but the president insists that she continue on. The president has not made any effort to find my friends replace at this point. Does she have to continue on or should the president take the on her responsibities and either do the job herself or may every effort to fill the position.
Thank you
She might want to consult the bylaws of the organization to see what guidelines are given for resignation. If she has alerted the board by letter of her resignation, that should serve as the date of her departure. After that point I believe she has no responsibility to that position. I’m not an attorney, however. But logically take her situation and magnify it: let’s say she resigned from the board for a different reason – say, because she was concerned about potentially dubious behavior on the part of the board. She has made her best effort to resign, and should not be held accountable for board actions after that point. Return this argument back to her current circumstances, and she should certainly not be held responsible for any board actions after her date of resignation, including taking minutes or other secretarial duties. After she resigns, it is up to the board to fill her position, not her. For her to work on that also implies that she’s still taking responsibility for that position.
I have a friend that has resigned her position has Secretary of our MAR non profit organization because she is so busy with her regular job that she was unable to find the time for the extra dutiesm this is a volunteer position. She did this 4 months ago. The President of our Region indicated to her that she will have to stay the secretary until they find a new one to take her place. My friend situation has not changed she can not find the time to do those duties, but the president insists that she continue on. The president has not made any effort to find my friends replace at this point. Does she have to continue on or should the president take the on her responsibities and either do the job herself or may every effort to fill the position.
Thank you
She might want to consult the bylaws of the organization to see what guidelines are given for resignation. If she has alerted the board by letter of her resignation, that should serve as the date of her departure. After that point I believe she has no responsibility to that position. I’m not an attorney, however. But logically take her situation and magnify it: let’s say she resigned from the board for a different reason – say, because she was concerned about potentially dubious behavior on the part of the board. She has made her best effort to resign, and should not be held accountable for board actions after that point. Return this argument back to her current circumstances, and she should certainly not be held responsible for any board actions after her date of resignation, including taking minutes or other secretarial duties. After she resigns, it is up to the board to fill her position, not her. For her to work on that also implies that she’s still taking responsibility for that position.
The person resigns either good or bad terms. Then wants to come back on the board. How long must the current board members wait to accept his/her renewal
SIDE NOTE: Board of Directors of any not-for-profit organization must also understand their legal and fiduciary duties to the organization. In essence (and in fact,) Board of Directors are not employees of the CEO/Executive Director. It is the CEO/Executive Director that is an employee of the Board of Directors. I believe there are several executive directors that overpower their board of directors and this should not be so. As to the a board member wanting to resign, it truly depends on the organization’s bylaws as to what/how this process is conducted. Once notification is given, preferably in writing, not merely verbally, the board member wouldn’t be held liable for her position on the board. Depending again on the Bylaws of the organization, it should specifically spell out who (Board of Directors, Executive Director,) is responsible for assuming the role of the board member who has resigned. All my best…. Patricia www.pricewilliamsnpg.com
SIDE NOTE: Board of Directors of any not-for-profit organization must also understand their legal and fiduciary duties to the organization. In essence (and in fact,) Board of Directors are not employees of the CEO/Executive Director. It is the CEO/Executive Director that is an employee of the Board of Directors. I believe there are several executive directors that overpower their board of directors and this should not be so. As to the a board member wanting to resign, it truly depends on the organization’s bylaws as to what/how this process is conducted. Once notification is given, preferably in writing, not merely verbally, the board member wouldn’t be held liable for her position on the board. Depending again on the Bylaws of the organization, it should specifically spell out who (Board of Directors, Executive Director,) is responsible for assuming the role of the board member who has resigned. All my best…. Patricia www.pricewilliamsnpg.com
You have a material financial interest in a transaction with the organization that would be damaging if known by the public. You re missing a significant number of board meetings and therefore unable to actively participate in governance-related planning, deliberations, and actions.
Hello,
In Colorado if an HOA board member resigns do they still have the protection from lawsuits as if they were still on the board?
Thank you,
If a board president resigns via email and then says they will preside over the next meeting which they do, but they never state they have reconsidered the resignation, can the board still accept the resignation a bit after the fact?
when a boardmember resigns and decides torecind thier resignationnis ittheentire board resposbilty to vote
when a boardmember resigns and decides torecind thier resignationnis ittheentire board resposbilty to vote