Depending on your role within a nonprofit, it is possible to remove a board member, but it’s crucial to handle the situation carefully to protect the nonprofit from liability. Let’s dive into why a board member (also referred to as a director) might step down voluntarily or be removed, and then we can examine what that process looks like, whether you’re a fellow board member, an executive director, or a group of members.
Why would you ask a board member to leave the board?
There are a variety of reasons a nonprofit executive could want to remove a board member, but we’ve split the reasons into 4 basic categories:
1. The board member has not completed their basic responsibilities (through negligence or blatant recklessness).
When a board member doesn’t fulfill their basic duties as a director, they can cause the nonprofit to incur unnecessary liability. Rather than putting the entire organization at risk, it can be best to part ways with a willfully negligent or reckless board member. An ineffective board can impact the ability of the nonprofit to perform its programs as well, potentially hurting your charitable mission.
2. The board member has violated policies of the organization or acted unethically or criminally.
If a board member commits an ethical violation, sometimes the solution is to remove the board member from the board. Depending on the action of the board member, and whether it was done knowingly or unwittingly, there can be other steps taken to rein in a rogue board member. But if a board member has committed a serious ethical violation knowingly, many nonprofits find it best to part ways with that board member. This can be a board member who has a conflict of interest, or a board member doing something blatantly criminal like stealing money from the nonprofit. Some nonprofits have codes of conduct or ethics for the board, and those documents can help determine what situations call for the removal of a director, and the procedure for doing so.
3. The board member is ready to roll off the board voluntarily.
The most common scenario is that a board member is ready to leave a board of their own free will. This could be because they’ve served on the board for several years and they’re ready to dedicate their time to other pursuits, or maybe they’re ready to retire. Or they could simply feel that they could serve on another organization’s board more effectively. Sometimes differences in opinion on the direction the organization should go can cause board conflict, making some directors want to stop serving on the board. Board members can also want to leave due to unforeseen circumstances like a family emergency. Whatever the reason, a board member could want to voluntarily leave before the end of their term.
4. The board member is causing divisions or breeding dysfunction within the board.
The saying ‘one bad apple can ruin the bunch’ certainly applies here. While it’s beneficial to have a variety of perspectives on a healthy board, if you have someone who is creating a culture of abuse or division, it can be best to part ways. If a board member is regularly disrespectful of others’ opinions or constantly negative, it can impact the entire board. Serving on a board is a big responsibility, but your board members shouldn’t dread meeting together regularly. Disagreement is perfectly healthy, but fear, shouting, and blatant disrespect have no place within a well-functioning board of directors.
Can a board member leave voluntarily? What is the process for a director resigning?
The most common way that board members leave a nonprofit board is to not renew their term. Most nonprofits establish how long a board term lasts in their corporate documents. Some states have laws on the length of these terms, but the most common term length is 3 years. Many nonprofits allow board members to serve consecutive terms if they’d like, but if you have a board member who has served one term and does not want to renew, they can leave the board easily. When a board member leaves voluntarily, it’s common (but not required by law) for them to help recruit their replacement.
If a board member wishes to leave the board prior to the end of their term, most nonprofits’ bylaws allow the board member to formally resign. Usually, this resignation process simply involves the board member sending their resignation in writing to the rest of the board, whether it’s via email or mail.
How can I remove a board member?
First, ensure you follow the procedure outlined in your bylaws and in your state’s law if you have a procedure for removing board members. If you need assistance in creating procedures for removing board members or updating your bylaws, please contact us. In some cases, it could be appropriate to ask the board member to step down voluntarily. If he or she does not agree to step down after being asked, there are a few other avenues you could take.
Some organizations include a provision in their bylaws that allows for the removal of a board member if he or she is not present (or excused) for a certain number of board meetings consecutively. This is one reason it’s important to keep written records of who is present at each board meeting.
Another way a director can be removed is by a board vote. Again, this procedure should be outlined in your bylaws. Most organizations require a quorum, which is when you have enough board members present at the meeting to make it a valid board meeting. From there, your board would take a vote on removing the director. In most bylaws, it requires either a majority of board members to vote yes, but some require ⅔ of board members to vote yes. If enough board members vote to remove this person, then the person is officially removed from your board. We recommend keeping written records of votes to ensure there is written evidence of the vote taking place.
If your nonprofit has members (which are different than board members), your bylaws may have a completely different process for removing a director from the board. In many voting member organizations, the only way to remove a director is through the members. The most common policy for member organizations is to call a meeting of members and notify the board member in writing that they will be voted upon during said meeting. From there, bylaws can require the majority of (or sometimes more) members to vote to remove the board member. Again, this will all depend on your organization’s structure and unique set of bylaws.
If you are not a member or on the board of directors, removing a board member would be very unlikely unless the person has engaged in some sort of criminal conduct. Of course, criminal conduct should be reported to the proper authorities for investigation.
Parting ways with a board member can be a difficult decision, but once you’ve reached that point, it’s important to follow the procedures in your bylaws and handle the situation with maturity and respect. Removing a board member can be unpleasant and involve damaging relationships, so it’s wise to anticipate these things ahead of time.
If your nonprofit would like assistance developing a procedure or revising your bylaws, drop us a note. Our experienced attorneys help nonprofit organizations around the country to ensure they can continue to do their wonderful work without obstacles.
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