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How can we remove a board member?

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How can we remove a board member?

What is the best policy to remove board members for improper conduct or otherwise not fulfilling their duties? Our bylaws unfortunately only mention that board members can be removed for 3 unexcused absences from board meetings, not for other behavior including refusal to fundraise. We also do not have term limits. The board member in question has been on the board for many years! I think we need a mechanism so that we can remove board members that both the Executive Director and board president believe are hurting the organization. I do not think the whole board should vote on this because board members as a whole are reluctant to throw another board member off the board and such a vote can be very damaging to the morale of the board. What policies have you seen developed to remove board members who are hurting the organization?

Where the bylaws are silent on a procedure for removal, you are dependent on state law for the grounds on which you may forcefully remove a director.  I have never seen the failure to fundraise as a statutory ground.

Your bylaws should provide that a director may be removed, with or without cause, by a vote (perhaps a supermajority vote) of the directors.  (See Ready Reference Page:  “Bylaws Function as 'Constitution' of Nonprofit Corporations.”)  I would never give that power legally to the President and E.D. because it would significantly change the answer to the question: Whose organization is it?  Assuming that there are no voting members of the corporation or others with the right to appoint, the composition of the board is the responsibility of the board, not the right of a power-hungry exec and a conspiring, or compliant, president.

Having said that, however, you are not precluded from acting.  First, it is important for every board member to know what is expected of them, including attendance, fundraising, or other duties. When there is a consensus that a person is not fulfilling these responsibilities, it is perfectly appropriate for the president to ask the person whether he or she is really interested in participating and to encourage a resignation where the person cannot contribute as expected.  It is important to establish regular board self-assessments to force members to look at their participation to see if they want to continue and to give the organization an opportunity to see if you want them to continue.  (See Ready Reference Page:  “Boards Should Assess Their Own Performance.”)

Your bylaw provision about “unexcused” absences is probably not meaningful because virtually all absences are “excused.”  You should include terms of office in the bylaws since that creates a periodic requirement to look at directors’ service, but your suggestion that term limits would solve the problem may only postpone dealing with the problem until it resolves itself at the end of the final term.  (See Ready Reference Page: “Term Limits Are For Cowards.”

There is no substitute for the leaders of the organization being pro-active in assuring that the members of the board contribute.  They must be willing to not reelect those who don’t help.  And in egregious situations, they ought to have the power, with the vote of the others on the board, to remove those who are a detriment.

Wednesday, April 29, 2009


What if it's the head or President as he likes to call himself , who is over term by two years and does not want to give up his position - in fact says he won't. We are in the State of Michigan - how do we start the procedures to ask him to resign - or take a hiatus for a year - of just resign. Or do we have to vote to remove him? And how is that properly brought to the board of directors properly.

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