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.
This is "tough" advice. No matter how true your words, they lack a bit of compassion. How do you deal with someone who has most likely been a wonderful contributor, might have friends and relatives who continue to suppor the organization, and, more importantly, not hurt anyone's feelings?
Can a board just bring on new members to in effect "fill in" without actually letting someone go? --V. via email
You say much better than I did what I was trying to suggest in my last paragraph, but the question was "how do we get him off the board?" If the organization feels it has to make a change, it has to be willing to be a little tough. --Don Kramer
You also have to consider the question of a quorum for voting.
We had exactly the same problem and we just explained to the Director that since he wasn't "feeling well" and couldn't contribute, it was not fair to count him as being there. We asked him to resign but allowed him to come to the meetings as an observer. He happily complied!
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