Kenneth Cerini

Removing Troublesome Board Members

Boards of directors function in interesting ways. Whenever a group of people closely interact, collaborate, form joint decisions, vote, and are held accountable, there exists risk that this group will become dysfunctional and/or ineffective. Successfully blending disparate personalities, viewpoints, experiences, and qualifications into one cohesive and capable unit can be a daunting task. Boards often fall short of their stated goals due to a varied list of reasons. A board should constantly be assessing its performance as a group and on a member-by-member basis. As part of this assessment process, a board may conclude that one or more of its members are no longer suited to serve. As with a tree, careful pruning of dead wood can spark flourishment and growth to new levels. If you’re involved with a board that could use some trimming-down, you have much to consider.

Determining whether or not a Board member should be removed should be based on many factors. What follows is a list of some behaviors that could influence such a determination. This list is far from all-inclusive.

  • Breaching fiduciary duties;
  • Attempting to micro-manage staff and operations;
  • Engaging in prohibited or conflicting transactions;
  • Consistently exhibiting an argumentative, disrespectful, and disagreeable demeanor;
  • Failing to prepare for and/or attend meetings;
  • Creating an atmosphere that suppresses the free exchange of ideas by other board members;
  • Ignoring confidentiality of information; and
  • Disregarding fundraising requirements and responsibilities.

Practically speaking, boards should exhaust all efforts to remedy challenging members before concluding that removal is necessary. These efforts can include the following:

  • Setting very clear expectations of all board members;
  • Nipping unwanted behaviors in the bud when they are first presented (board Presidents/Chairs must set the tone of meetings and interactions);
  • If Board member agreements or contracts are in place, presenting clear violations to the member in question;
  • Hosting an intervention of sorts to bring to light the issues in question;
  • Provide one-on-one coaching, possibly by the President/Chair; and
  • Asking or suggesting that the board member willingly resign.

Assuming a board intends to move forward with removing a member, it must first understand the legal implications of such a plan. Nonprofits are governed by state laws and corporate by-laws or similar documents. Removing a problematic board member must follow prescribed procedures spelled out within these laws and documents. A worthwhile set of by-laws should clearly describe the process for dismissal of a board member. Seeking the opinion of a reputable attorney to ensure that any applicable clauses do not run afoul of applicable state laws is also well-advised. Also keep in mind the impact on future voting and quorums that removing this board member may create. By-laws should be written to address such unusual circumstances, but they’re not always comprehensive enough.

Term limits are a useful feature that can be built into an organization’s by-laws. One-, two- or three-year terms are common for nonprofit board membership. These limits ensure that a fair and sensible process can be followed to keep board members in place. Term limits help curb complacency and provide a built- in mechanism to remove underperforming members without strict confrontation. Simply put, existing board members can choose to not vote-in a disruptive member when his or her term expires. Many experts advocate taking

term limits a step further by also limiting the number of terms that may be served. These experts argue that boards should strive to be in perpetual motion, exposing themselves to fresh ideas and a diverse pool of members that will stimulate creative thinking and unique thought. Detractors to the limited term number position argue that there is value in consistency, institutional knowledge, and history.

Another option may be a leave of absence. Unforeseen circumstances can impair a member’s ability to serve. Medical issues, career obligations, family matters, etc. can all take a toll on a person’s time that could otherwise be dedicated to the nonprofit. If a board member is disappointing due to reasons out of his/her own control, choosing to pause his/her term instead of outright replacing him/ her may prove advantageous.

When all else fails though and a forcible removal of a board member is chosen to be the best course of action for the organization, expect that the by-laws will require some form of special impeachment-type vote that would require at least a majority (frequently two-thirds, and occasionally unanimous) of existing board members to elect to remove said member. More legal implications come into play, as the board must ensure that this action is clearly documented and supported by contemporaneous meeting minutes. A belligerent excommunicated board member may research his/her own legal options upon dismissal. Boards must ensure that their records clearly detail the reason for termination of the ex-board member and all communications with and about him/her for potential legal defense.

Most board members are deeply and honestly devoted to their organizations and work diligently to promote and advance their underlying missions. For those unfortunate exceptions, board members must remember that their positions are not guaranteed to them. Removal may become necessary, and if it does, as with anything, appropriate planning, preparation, execution, and documentation are essential. The noble purpose of the nonprofit must never be compromised.

Download the full guide for Nonprofit Board Members

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Camp Pa-Qua-Tuck

Camp Pa-Qua-Tuck is a 501(c)(3) nonprofit that has been welcoming children and young adults (ages 6-21+) with special needs for 75 years.

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