Perhaps the most common reason for wanting to remove a board member is their non-attendance or inactivity, but occasionally a board member needs to be removed because he/she is preventing the board from advancing. In some cases, a conflict of interest or unethical behavior may be the grounds upon which an individual needs to be removed. In other cases, the behavior of a board member may become so destructive that their behavior prevents the board from functioning effectively. In extreme cases, a problematic board member will result in not only a lack of participation from other members, but it can also cause members to skip meetings, become careless, and even resign completely from their positions.
Serious disagreements and passionate arguments are common elements found amongst the most effective different viewpoint would NOT be enough reason to dismiss a board member. That being said, if a board member consistently disrupts meetings, is unwilling to let the majority prevail, or prevents board members from working well together, it may be the time to consider removing this individual from the board.
Board member removal should be rare, but it may be necessary in some cases in which an individual is not helping the board advance in terms of its objectives. Thus, nonprofit organizations should outline specific conditions for removal of a board member in their by-laws.
The following strategies can be used to remove troublesome or inactive board members:
- Term Limits: Many boards 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. (Term limits will be discussed in further detail in our next issue as an entire article will be dedicated to this important subject). However, waiting for term limits to expire would not be an effective way to deal with a problematic or ineffective board member. In fact, waiting would most likely have a negative effect on the board’s ability to get things done.
- Personal Intervention: One-to-one intervention by the board chair or other board leadership is a less formal solution to managing difficult board members. If a board member has failed to fulfill their responsibilities, many board chairs will take the opportunity to meet informally with the board member in question. In person or on the telephone, the board president can discuss the matter with the person and suggest resignation of this individual if the board president deems it necessary. In reality, we have seen in many situations that problematic board members are relieved as in some cases it is the best and the only appropriate solution.
- Impeachment: Organizational by-laws should describe a process by which a board member can be removed by vote if necessary. For example, in some nonprofit organizations, a board member can be removed by a vote of “two-thirds” in which the vote takes place during a regularly scheduled board meeting. As long as the majority or “two-thirds” of the board is in agreement, the problematic individual can be removed if necessary.
All leaders have a shelf life, and bad leaders have an even shorter shelf life. Thus, it is easier to avoid putting a potentially bad board member on the board than it is to remove one that is already present but inactive; unfortunately, this is a luxury you may not have, and one day you may have to make the decision to remove a board member; this can happen to any board member, even if he/she is a volunteer on the board.
For difficult board members you wish to remove, we recommend that you ask for their resignation. Obviously, it is easier for someone to resign than for the board to have to take formal action to remove him/her. Allowing for a resignation greatly increases your chances of being able to continue to count on the person as an ambassador, donor, and friend. More importantly, it mitigates the damage control that you may have to manage later.
I have always joked that the easiest way to get a board member to resign is to ask him/her for a $25,000 gift. However, in reality, I worked with a board member who seldom came to meetings, never agreed with the direction of the board, and while he requested that we put in proposals to his company for gifts, we never received one! When we initiated our capital campaign and set our board goal, we voted that all members should give commensurate with their abilities; the result was his immediate resignation from the board. While I joke about this subject, it is a joke that comes from hard evidence and personal experience.
When you change the way business gets done in an organization, people may no longer be interested in serving in the role of board member. This is understandable as there may be individuals who have the best intentions when they join the board but either they do not understand the scope of the role before agreeing to join or they do not see how they can continue to fulfill the needs of the role once they have begun. In either case, it is understandable because the individual makes an effort. However, there will also be bad board members who will join but will be disengaged, distressed, or just flat out disreputable from the start. In all cases, it is our job to protect the organization and provide a gracious exit for these problematic individuals.
A very dear colleague and mentor provided me with a procedure that he used for disengaged board members and potential new board members as well. He asked them these three simple questions:
1. What would you like to get personally accomplished as a member of this board?
2. What resources would you bring to this board that will allow you to accomplish your goal(s)?
3. How much time are you willing to commit to this organization in order to accomplish your goal(s)?
The third question is where some board members and potential board members hesitated and made excuses. Usually, this is the point at which the individual being questioned will use excuses, job/business pressures, and/or other community organizations’ needs in order to avoid saying he/she will be fully committed.
My friend’s response was not only classic but classy; he would look the individual in the eye and say the following:
“Right now with this organization and the direction in which we are heading, I need all of my board members to give us 110% so that we can accomplish our mission and vision. I would like to ask you to commit all of your time to your other obligations (family, business, etc.) and get your goals accomplished there first. Then, when you are finished, you can come back to us.
It is also important to recognize that there is no shame in resigning. However, if a person is violating ethics, policies, or laws, you will have an obligation to remove this individual from your board. Your by-laws will need to lay out how that process will be handled and under what circumstances. Some by-laws require the calling of a meeting for the purpose of removing a board member. The difference is often simple; the majority vs. 2/3 majority will be your goal for making a decision, and your by-laws should spell out how board member removal will be managed thereafter.
Even if the removal is for a specific cause, as long as it is deemed appropriate, it will still be worth a call asking for the resignation before taking any other step to remove the individual. Most people, even those who are violating your standards, will resign when given the chance.
The removal of a volunteer leader is less likely to be needed when board members are screened, selected, oriented, and developed appropriately; however, good planning isn’t a guarantee, and sometimes we can get it wrong.
The work of the organization is too important to get bogged down with bad decisions or bad leadership. More importantly, good boards need to make tough decisions. The important thing is to address the needs, issues, and goals of the organization instead of the needs of disruptive or disengaged board members.
Until next time.
Ron Huddleston
President
The Huddleston Group
