Removal of a board member should be undertaken by a full board vote, following a procedure that conforms to the board’s bylaws.
Occasionally, a board member needs to be removed from the board. A conflict of interest or unethical behavior may be grounds for removal. Or the behavior of a board member may become so disruptive that the board is prevented from functioning effectively.
Strongly felt disagreements and passionate arguments can occur within even the most effective boards; arguing for an unpopular point of view is not grounds for board dismissal. But if a board member consistently disrupts meetings or prevents the organization from working well, it may be appropriate to consider removing that trustee from the board.
Although board member removal is rare, organizations should provide for such removal in their bylaws. The following three strategies can be used to remove troublesome board members:
- Personal Intervention. One-on-one intervention by the board chair or chair of the governance committee is an informal means of managing problem board members. In person or on the telephone, the board chair can request a resignation, “I respect your strong opinion that we have made the wrong hiring decision. But we can’t continue debating the issue. If you don’t feel you can wholeheartedly help us try to make the decision a success, I’d like you to consider leaving the board.”
- Term Limits. Your board should have term limits. Term limits ensure rotation of trustees and give you a structured time to evaluate the performance of trustees and assess whether they should be re-nominated to another term.
- Impeachment. Your bylaws should describe a process by which a board member can be removed by vote, if necessary. Typically, the clauses state that board members can be removed with or without cause and by a two-thirds vote of the board.
BoardOnTrack Recommends
Don’t leave the burden of removing a difficult board member solely as the responsibility of the board chair. The chair of the governance committee should help with this task. The board chair can also consider whether the participation of another trustee is best suited to get the desired result.
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