Board Member Removal Procedures
In the ordinary course of business for any nonprofit, members of the board of directors will come and go. Sometimes a board member leaves voluntarily, and other times the organization takes action to remove a board member. It’s important to handle each situation correctly and according to your organization’s bylaws.
Removing a board member generally falls under one of three general circumstances, and there are important steps to follow with each one.
Voluntary removal or resignation
Many times, board members find themselves resigning for any number of personal reasons. Perhaps the board member has increasing responsibilities at work, they are moving away, or they realize they’re not a good fit for the role. This removal is the most straightforward of the three. The director who is stepping down needs to submit their resignation in writing, whether electronic or hard copy. After receiving the resignation, the remaining board members need to ensure the resignation is documented in the minutes at the next board meeting and the written resignation is maintained with the minutes.
Removal by policy
Removing a board member by policy happens when your bylaws dictate that a board member needs to be removed. For example, if there is a limit to the number of terms a board member can serve or they miss three meetings in a row (a policy we recommend), they would be removed by policy. If your bylaws dictate board member removal in such situations, technically the member would be off the board just by violating the policy. However, the remaining board members should take time at the next meeting to officially remove the member in violation and ensure that action is recorded in the meeting minutes.
Removal for misconduct
The third circumstance for board member removal covers situations in which a member’s conduct warrants action by the organization. Examples include things like incidents that decrease trust, accusations of harassment, or making vocal political statements that are at odds with the mission of the organization.
“Any time the rest of the board sees the need to remove a member, the first and most important place they need to look is their bylaws.”
Any time the rest of the board sees the need to remove a member, the first and most important place they need to look is their bylaws. Ideally, the policy will state that the board can vote to remove a director with or without cause by a majority vote. If this is the case, a meeting should be held, and the vote should be recorded in the meeting minutes.
In some cases, policy dictates that the removal can happen only after a hearing. In this instance, a hearing should be held, a vote taken, and results recorded. Not doing so opens you up to the possibility that the removed director could contest the decision for failure to follow policy.
After the removal is finalized, we recommend amending your bylaws so that, in the future, a board member can be removed without a hearing. Although a hearing often sounds like a good idea, there is no “right to serve” on the board of a public entity with a donor base. While there are rights attached to employment situations, such as the right to be paid minimum wage and the right to not be fired for illegal reasons, there are no rights attached to a voluntary position. Ensuring your policy states that a board member can be removed with or without cause by a majority vote of the directors is a best practice and allows the organization to act quickly when needed.
If the reason for removal is particularly egregious or will be making local news, consider handling the removal quickly via an emergency meeting of the board. It is always important to balance the duty of care and properly informing your board of the whole situation before the vote, but sometimes a swift removal is necessary for protecting the integrity of the organization.
Whatever circumstance arises that requires the removal of a board member, the most important things to keep in mind are abiding by your policies and bylaws and properly documenting the decision in your meeting minutes. Check your bylaws now so you will be prepared when a removal is necessary.
Need assistance with updating bylaws and policy for board member removal? Contact us to learn more about how we work with nonprofits to ensure proper policies are in place.
