Removing a Difficult Board Member
by Jan Masaoka
Perhaps the most common reason for wanting to remove a board member is non-attendance or inactivity. But occasionally, a board member needs to be removed because he or she is preventing the board from doing its work. In some cases, a conflict of interest or unethical behavior may be grounds to remove an individual from the board. In other cases, the behavior of a board member may become so obstructive that the board is prevented from functioning effectively. More frequently, a problem board member discourages others from participating, and the board may find that members attend less frequently or find reasons to resign.
Strongly felt disagreements and passionate arguments are often elements of the most effective boards (and genuine debate). Arguing for an unpopular viewpoint is NOT grounds for board dismissal. But if a board member consistentlydisrupts meetings, is unwilling to let the majority prevail, or prevents the organization from working well, it may be appropriate to consider removing the individual from the board.
Although board member removal is rare, organizations should provide for such removal in their by-laws. The following three strategies can be used to remove troublesome board members:
- Term Limits: Many boards establish not only board terms but also term limits, such as two-year terms with a limit of three consecutive terms. In such a situation, a board member can not serve more than six consecutive years without a "break" from the board. After a year off the board, an individual can once again be elected to the board. Their proponents feel that term limits provide a non-confrontational way to ease ineffective board members off the board because terrific board members can be invited back onto the board after one year. Proponents also feel that having a constant infusion of fresh thinking acts as a preventive measure for problem board members. Opponents of term limits believe that, with proper board leadership, errant board members can be guided toward either improving their behavior or quietly resigning from the board.
- Personal Intervention: One-to-one intervention by the board president or other board leadership is a less formal solution to managing board members. If a board member has failed to fulfill his or her responsibilities, many board presidents take the opportunity to meet informally with the board member in question. In person or on the telephone, the board president can discuss the matter with the person, and suggest that resignation may be appropriate (sometimes problem board members are relieved to have this as an option).
- Impeachment: Organizational by-laws should describe a process by which a board member can be removed by vote, if necessary. For example, in some organizations a board member can be removed by a two-thirds vote of the board at a regularly scheduled board meeting.
Original publication date: 10/12/1999
© 1999 CompassPoint Nonprofit Services/National Center for Nonprofit Boards