Dani Robbins

I’m Moving on Up; You’re Moving on Out! Or How to Remove a Board Member

In Leadership, Non Profit Boards on September 24, 2013 at 4:42 pm

I’m moving on up; you’re moving on out is the chorus of an old song I’ve always loved and I try to have a bit of fun with this blog, so … let’s talk about removing Board members.

All leaders have a shelf life. Bad leaders have a shorter shelf life. It is easier to avoid putting a potentially bad board member on the board than to remove an actually bad one, but that is a luxury you may not have. Some time, some day, somewhere in some volunteer Board position, you will have to remove a Board member. If you plan to spend your life in service to your community, the question isn’t if but when and once that time comes, how?

All Board terms eventually come to an end. The easiest way to remove a Board member is to not renew their term. Most terms are 2-3 years. (This is assuming you are following your by-laws and actually considering when terms expire and if members should be renewed. If you are not, that is an excellent place to start ramping up your Board practices.) If the Board member to be removed isn’t violating any ethics, policies or laws, it may be worth your while to wait them out or ask them to resign. Then again, it may not.

Board members are removed as outlined in your by-laws (in Ohio called Code of Regulations), which like any official document provides only the process, without the kindness.

Before it comes to that, I recommend you ask for a resignation. Obviously, it’s easier for someone to resign than for the Board to have to take formal action to remove them. Allowing for a resignation greatly increases your chances of being able to continue to count on the person as an ambassador, donor and friend, and it also mitigates the damage control you may have to do later.

How to get them to resign?

I always joke that the easiest way to get someone to resign is to ask them for $10,000. I used to have a Board member who never came to meetings but loved to call me with last minute grants requests that he insisted we write to his company for funds we never received. When we initiated our capital campaign and set our (very large and later achieved) Board goal, we called to set up the meeting to ask for his gift. He resigned on the spot. I joke but it’s a joke grounded in experience.

When you change the way business gets done in an organization, people may no longer be interested in serving that organization. That’s okay. There may also be people who had the best intentions when they joined your Board but either didn’t understand the scope of the role, or are no longer able to fulfill the role. That’s okay too. Then, there are people who are bad Board members, either because they are disengaged, distressed or just flat out disreputable. In all cases, it is our job to protect the organization and provide a gracious exit.

Some options for your consideration:

The hinting around option: Have the Board Chair (not the CEO) call the member and suggest that they seem less engaged lately and ask if they can continue to serve. Depending on how the conversation goes, you should either get a firmer commitment for service or the request to step down or away.

The direct option: Have the Board Chair explain the situation, the impact of the member’s inaction and ask for their resignation.

There is no shame in resigning. There is shame in not fulfilling your obligations (though you might not want to say that).

If the person is violating ethics, policies or laws, you have an obligation to remove them. Your by-laws will lay out how that process should be done and under what circumstances. Some by-laws require the calling of a meeting for that purpose. Some by-laws require different standards if the removal is for cause or without cause. The difference is often simple majority vs. 2/3 majority. Your by-laws spell out how Board members are to be removed. It’s usually at the beginning, around the 2nd or 3rd page.

Even if the removal is for cause, if appropriate, it might still be worth a call asking for the resignation. Most people, even those who are violating our standards, will resign when given the chance.

There will be some cases when it will not be appropriate to ask for a resignation and the Board will have to take action. As with any termination, consider what of the organization’s property or access the Board member may have, including banking, documents and also money. (This is a good place to remind everyone that checks and balances can avoid some of these issues and that most organizational documents should be kept in the organization’s office when at all possible.) Of course, unless you get the materials back before you initiate action or involve the police, whatever you fear is likely to materialize once you formally remove them from office.

Back to the title, when you remove a Board member, unless it’s an Officer- and let’s hope it’s not (if it is the above will still apply) – there isn’t usually an “up” in which to move. Even so, leadership abhors a vacuum and assuming the Board member being removed is the destructive kind rather than the disengaged kind, the remaining leaders will have to assess the circumstances that allowed destructive on the board in the first place. Feedback loops are critical to learning. Life and leadership is about making new mistakes.

The removal of a volunteer leader is less likely to be needed when Board members are screened, selected, oriented and developed appropriately, but good planning isn’t a guarantee; sometimes we get it wrong.

The work of the organization is too essential to get bogged down with bad decisions or bad leaders. Good Boards make tough decisions. The important thing is to address the issue, rather than compound the problem.

What have you done to remove Board members? As always, I welcome your insight, feedback and experience. If you have other ideas or suggestions for blog topics, please share. A rising tide raises all boats.

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  1. […] you to consider removing disruptive or disengaged Board members. For instructions on how, click here. It is a difficult option to consider, but each of our roles in nonprofit leadership requires us to […]

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  2. […] you to consider removing disruptive or disengaged Board members. For instructions on how, click here. It is a difficult option to consider, but each of our roles in nonprofit leadership requires us to […]

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  3. Hi – I am board member that needs to approach the board chair about moral behavior that is not in accordance with our nonprofits’ principles. He has also not called a meeting for over 6 months (and there are other issues). I have been asked to approach him to first listen to his side of the story, and somehow, hopefully, convince him to step aside while he is trying to put his life back together. I have been asked to approach him because I am the one the he respects the most (young senior woman). I am not the confrontational type! Any thoughts?

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    • Hi- It’s great that other people think enough of your leadership to ask you to do this. Congratulations! I think your approach is sound. Maybe he really is struggling. If so, he might welcome an offer for someone else to step into the position. Could that be you? If not, find another person willing to step into the breach. You may have to call a meeting with the Board to to discuss the issue and if there is support to have him removed and to appoint a new chair.
      The by-laws should say how a meeting can be called. If the Chair is not upholding his responsibilities, it is usually up to the Vice Chair to do so. If there is no Vice- Chair, another Officer or Board member.
      The agency is lucky that there are people like you willing to address the issue and lead. Thank you for your service.

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