I am the CEO of a 501(c)(3). There are no term limits in the bylaws and one of the board members has dementia. None of the board members wants to address this issue. How do we get him off the board and should all bylaws have term limits?
This is a pretty good example of my basic view that term limits are for cowards. (See Ready Reference Page: “Term Limits Are For Cowards.”) Term limits function primarily to help boards get rid of people who are no longer contributing when they are afraid to confront the situation directly. But they cost an organization its institutional memory, require constant recruitment and orientation, continue “dead wood” long after they stop contributing, and assure that some of the most valuable board members will have to leave when they could be providing significant leadership.
Good bylaws will at least have terms for directors so that you won’t have to renominate this person for another term. Better bylaws will have a provision allowing removal, with or without cause, by a majority of the board. (See Ready Reference Page: “Bylaws Function As Constitution of Nonprofit Corporations”) Highly functioning boards will confront this situation and ask the person to resign if he cannot continue to participate.
Unless there are personal reasons not to ask this person to resign (other than your own timidity) and you can afford what is effectively a long-term vacancy on the board, I hope you will work up the courage to take action. If you don’t, you have no one to blame but yourselves.