How to Remove a Nonprofit Board Member

Behind involved, dedicated and committed board of directors, your nonprofit can achieve great things. However, when board members aren’t all pulling their weight, they can sink an organization.

When the bad outweighs the good, Simone Joyaux, who has worked as a consultant with boards of directors for the past 27 years, said nonprofits can’t be afraid to remove a nonprofit board members, especially when they are ineffective.

“The whole point is to never have to fire a lousy board member,” Joyaux said. “We just have to have done everything correctly in the first place.”

She said this means laying out expectations prior to board members prior to them joining the board, establishing an orientation program and mentorship. In addition, she said the board chair should have regular communication and provide feedback to each board member.

Through the expectations and discussions, each board member should always know how their performance stacks up. If they are not meeting the minimum standards, use those regular channels of communications to inform them that you want what is best for both them and the organization.

“You are giving them feedback so they know that you’ve been watching and that you actually care,” Joyaux said.

If after addressing shortfalls in performance you’re still experiencing difficulties, it might be time to remove the underperforming board members. Your organization should have procedures to deal with these situations. If you do not yet, here are some options as outlined in a post on Blue Avocado by Jan Masaoka.

Resignation

When board members aren’t performing up to expectations, the board chair needs to have a frank discussion with them. This discussion can touch on what is going on in their life outside of their involvement on the board. Hopefully, if the chair is in regular communication with the member, none of these discussions should be a surprise.

Rather than taking a more extreme route and forcing the board member out, always give them the option to leave on their own terms. This will save them face in the long run and leave the door open for future involvement, should their situation change.

Leave of Absence

This is an alternative to resignation if the issues are temporary (i.e. health issues, professional reasons like a new job or family issues). This will allow a board member to step away to settle other parts of their lives. These should be a short-term fix for a situation, so make sure you put a time frame on the leave. That way it doesn’t leave the board in limbo. If more than a year is needed to resolve those issues, a full resignation might be a better option.

While granting a leave is a viable option, your board should have a clear policy on how to treat these absences. What powers and abilities will they have while they are on leave? How will the board treat them in relation to quorum numbers? Before granting a leave, have these discussions with both the board and board member.

Term Limits

One way to remove board members is to have a limit to their time on the board before they even start. It can provide an easy out for people who aren’t keeping up their end of the bargain to leave the board automatically.

Depending on how long your individual terms are (usually 2-4 years), you can set the limits as two or three consecutive terms. Limiting a board member to only a couple of terms will allow them the time to figure out what they are doing on the board, but give your organization an out should you need to go in a different direction.

Some people don’t like term limits because it removes institutional memory built up and it could also remove effective board members. However, Rick Meyers wrote in the Chronicle of Philanthropy that limits have many benefits including helping with recruitment, forcing the organization to develop new leaders, keeping fundraising fresh and leading to healthier boards.

Impeachment

When all else fails, you can take formal action to remove a board member by vote. This route should be taken seriously and used as a last resort.

“One of the things you have to decide is: Is this person being lousy because they don’t know any better,” Joyaux said. “Or is this person lousy and a bully and no matter what we do they will still be a bully and they are making the rest of the board and remove them?”

Your operating bylaws should have a procedure outlined on how to remove a board member. Make sure the steps are in there now, and before you run into any problems down the road. The board should keep documentation on why the board member is being removed and the steps they take.

 

Being a board director is not an appointment for life. It’s important to remember that removing members is a sometimes necessary part of serving on a board of directors. By keeping communication open and have several options included in your bylaws, it can make the removal process significantly easier to navigate.

  • James Anderson

    This article fails to point out that the process for removal of a director of a non-profit corporation is usually governed by the laws of the state of incorporation which must be carefully reviewed to insure that the removal was done legally. If it is done illegally it could create liability for the organization

    • Doc

      It’s not that big of a deal. If your assn has by-laws that are filed with the state and you follow them, no harm can be done to the assn. Our community has by-laws and one paragraph with only 5 lines of text tells the whole story. 51% support of the property owners and he/she/they are out. No liability no muss no fuss. Ours went through that and now we are in court on a different issue. The atty representing the board we removed is claiming the meeting we did this at was not a legal meeting? WTF? There are only two kinds of meetings. Regular and special. Regular is defined in the law books as is special. They are just looking for some wiggle room because we have them over a barrel with info being sent to the IRS regarding tax fraud. They just have no idea where they are headed?! LMAO

  • shaunna Freeman

    Our non profit board members are trying to vote off our president of our board who has done so much to help our organization grow. There is no legit reason to vote her off. There is one board member that has cinflict of interest with our president trying to make changes to save us money or raise money to help our organization grow. Can parents of an association get a petition signed to remove a non profit association board member and keep our president who does alot to help our organization successful?