Removing a Difficult Board Member
Removing a Difficult Board Member
The Electronic Newsletter Exclusively for Members of Nonprofit Boards of Directors
Short enough to read over a cup of coffee, the Board Café offers a menu of ideas, information, opinion, news, and resources to help board members give and get the most out of board service. Co-published by the National Center for Nonprofit Boards and CompassPoint Nonprofit Services. Executive Chef / Editor: Jan Masaoka. October 12, 1999. Vol. 3, No. 10
Can you think of a moment when you felt REALLY EFFECTIVE as a board member? It's not that easy! I can think of two moments recently . . . as a board member of the Silicon Valley Council of Nonprofits it felt good a few months ago when those of us on the Fundraising Committee completed our 3-hour retreat with a fundraising plan. Oddly enough, developing a strong plan was more satisfying in some ways than the recent announcement that we have met the plan's goals. As the board president of another nonprofit--the San Francisco Foundation Community Initiative Funds--I like it when the Executive Director calls me to talk over a decision or when I can call someone (a thank-you or "we have a problem with your bill") on the organization's behalf. On the other side of the table, as an executive director, I know I'm not as good as I need to be in creating the situations where our board members can be most effective. Thank goodness they help me out on this. I hope you're enjoying the autumn days as much as I am. -- Jan Masaoka
LEGAL ADVICE ON BOARD LEAVES OF ABSENCE
In response to the last issue's item on directors taking a leave of absence from the board, Michael Schley, an attorney in Santa Barbara, California, noted that a board should look at its bylaws and state law to determine how a leave of absence should be treated. "It may be appropriate to amend the bylaws to define a leave of absence and clarify its affect on quorum, term in office, director notices and other requirements," he suggested. Thanks, Michael!
CAN OUR NONPROFIT MAKE MONEY WITH ON-LINE SHOPPING?
How does on-line shopping work for nonprofits, anyway? Here's a sampling. When you click on iGive.com's page, a few cents goes to the nonprofit of your choice; if you purchase something from one of their sponsors, 2.5% to 12.5% of your purchase will be contributed. If you agree to feature GreaterGood.com exclusively on your nonprofit website, percentages of your purchases from their sponsors go to your nonprofit. Other similar services include Shop2give, 4charity and socialgoods.com. Nonprofits can also work directly with the affiliate programs of Amazon.com or BarnesandNoble.com to select books which can be ordered through your own website. In all these instances, commissions are shared between the online stores and the nonprofits. More info and tons of other great info can be found in Mal Warwick's magazine, Successful Direct Mail & Telephone Fundraising, Strathmoor Press, fax 510-843-0142; phone 800-217-7377. $49.95 for six issues. And for a list of links to these and similar commercial services check out http://www.nonprofits.org (By the way, why are these all dot COMs and not dot ORGs, anyway?)
WHERE SHOULD THE BOARD CHAIR AND THE E.D. SIT?
How is a board meeting affected by where the Board Chair and the Executive Director sit? Where each sits, particularly in relation to each other, sends a message to the board and could influence how the meeting goes. Some board chairs and execs make a point of sitting next to one another at the head of the table: a clear signal about their partnership and their authority. Some executive directors deliberately choose to sit away from the table altogether to send a message that they are staff TO the board, although most sit at the table to reflect their important role in the discussion. Finally, some board chairs and executive directors choose to sit at opposite ends of the table to encourage participation from other board members. Readers: what are your thoughts on this subject?
HOW MUCH SHOULD YOU PAY THE EXECUTIVE DIRECTOR?
With increased competition for talent with business and government, nonprofit boards have been trying to offer more competitive salaries than in years past. In a new book from the National Center for Nonprofit Boards, board members can learn about compensation setting practices as well as about employment contracts, deferred compensation, and benefits. Also included are sections on IRS regulations, suggested ways to research comparable salaries, and a list of national and regional compensation surveys. To order the 20-page booklet ($12 members, $16 non-members) Chief Executive Compensation: A Guide for Nonprofit Boards, call NCNB at 800-883-6262.
This issue's "Main Course at the Board Café" addresses an issue that rarely arises on nonprofit boards, but when it does, it arises in a swirl of aggravation, anger and frustration.
Removing a Difficult Board Member
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 consistently disrupts 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.
Related articles from previous issues of the Board Café can be found on the Board Café's website:
Sample Job Descriptions for Board Officers (November 1998)
You are reading the BOARD CAFÉ, published monthly by CompassPoint Nonprofit Services and the National Center for Nonprofit Boards. CompassPoint/Board Match Plus+: 706 Mission Street, 5th Floor, San Francisco, CA 94103; (phone) 415-541-9000; (fax) 415-541-7708; Silicon Valley office: 1922 The Alameda, San Jose, 95126; (phone) 408-248-9505. (e-mail) firstname.lastname@example.org (website) http://www.compasspoint.org/index.html. National Center for Nonprofit Boards: 1828 L Street NW, Ste. 900 , Washington, D.C. 202-452-6262 email email@example.com ; website http://www.ncnb.org We welcome your comments and contributions to the BOARD CAFÉ.
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