Removing a Board Member
By Jan Masaoka
Occasionally, a board member needs to be removed from the board. 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.
Strongly felt disagreements and passionate arguments are often elements of the most effective boards (and genuine debate); and arguing for an unpopular viewpoint 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 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:
• Personal Intervention:
One-to-one intervention by the board president or other board leadership is a less formal solution to managing problem board members. If a board member has failed to attend several meetings in a row, or has become an impediment to the board's work, board presidents can meet informally with the board member in question. In person or on the telephone, the board president can request a resignation. Examples: "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." "I'm having a hard time managing board meetings with your frequent interruptions and I am worried about losing board members due to the kinds of criticisms you make of them in meetings. I think it would be best if you would take a break from the board . . . you could resign now, and later, when there's a different board president, talk with him or her about your re-joining the board."
• Leave of absence:
Make it possible for individuals to take a leave of absence from the board if they have health, work, or other reasons why they cannot participate fully during the current term. A board member can maintain formal membership (but not, for example, be included for purposes of determining a quorum) if he or she is "on disability leave" or "taking a six months leave." Suggesting a leave of absence to a board member who is, for example, failing to do tasks he or she agreed to do, offers a gracious exit and allows the board to assign tasks elsewhere.
• 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 cannot 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. Proponents feel that term limits provide a non-confrontational way to ease ineffective board members off the board. 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.
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: 12/07/1998
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