How to Remove a Board Member
Every board benefits by having a slate of board members that has a diverse background of experience, talent, and ability. One of the most common strengths among them is leadership. When the board faces conflicting viewpoints and complex problems, strong leadership is the driving force behind addressing them in a diligent, comprehensive manner.
Opposing viewpoints are to be expected, but they should never cross the line into becoming obstructive to the organization’s mission. When board members breach into destructive or demoralizing behavior, the rest of the board needs to make a decision about removing one board member for the good of the whole.
Board members may be sensing something disconcerting and disquieting during board meetings, but they may not really know how to calm the disorder. When board dynamics begin to create immediate tension in the room, as a result of the same board member chronically causing unrest, it may be time to have a discussion about relieving that board member from duty. The task of removing a toxic board member is unpleasant by any means, but the long term benefits for the board and the organization far outweigh any unsettling feelings. One harmful board member can destroy a board and take the entire organization with it.
When the bulk of the board members feel that it needs to happen, it can be helpful to review some strategies for dismissing the member without creating further havoc within the board. By agreeing on the reasons for the removal and the possible ways to approach it, board members can move forward in a confident and professional manner.
Valid Reasons for Board Member Removal
Board members may be asked to leave the board for many different reasons. Board members are expected to have exemplary behavior, but that isn’t to say that they are expected to be perfect. The types of offenses that may cause a board member to step down are generally pretty serious.
One such offense is a conflict of interest. For example, a board member works full time as a licensed commercial insurance agent. If the board votes to insure the business or organization with the agency that the board member works for, and the board member votes in favor of choosing that agency, that is a conflict of interest. The board member who sells insurance could abstain from the vote to choose the insurance carrier and that would relieve him from the conflict. If the same board member used his position on the board to actively solicit the organization’s affiliates, vendors, employees, or partners, as clients for his personal career or personal gain, this would be considered a blatant conflict of interest. Misusing his position in this way would likely cause other board members to feel uncomfortable. This could be the start of clashes on the board.
Other types of actions that might move members to dismiss one of their peers is unethical behavior. Misusing board funds, committing fraudulent activities, disclosing confidential information to the public, causing sexual harassment, and making sexual advances to other board or staff members are all situations that can cost a board member a spot on the board.
Deciding to remove a board member should be a majority decision and one that has been thought through carefully. Be sure that the reasons can be based upon documented facts and are not subjective.
Approaches to Removing a Board Member
When removing a board member is necessary or unavoidable, it’s best to offer an option for the member to leave on his or her own terms. This approach helps the member save face, makes it easier on the other members, and generally leaves a positive view of the organization after the dismissal.
Removal by Resignation
An amicable approach to relieving a member of his duties is to encourage a resignation. The board chair or another member should schedule a time to talk about the member’s conflicts with the board. Use the conversation to describe the board’s observations without assaulting the member’s character. Ask for feedback about whether those observations are accurate and complete and whether you’ve overlooked anything. Listen to the member’s point of view and offer to help. Hopefully, the member will realize that resignation is the best choice rather than facing something worse.
Removal by Leave of Absence
In doing due diligence as a listener, the board member who has the discussion with the problematic member might find that there is a valid reason for the change in attitude or behavior. Perhaps there were some personal issues regarding the member’s job, family, or health. In this situation, a temporary leave of absence may be a better solution for everyone. If both parties agree that a leave of absence is in order, it should be temporary and for a fixed period of time. If the member requests a leave that lasts longer than a year, he or she should consider resignation. This is a soft approach that leaves the door open for the member to return once circumstances stabilize.
The bylaws should clearly state the powers, abilities, and voting rights of board members who are on a temporary leave. The bylaws should also state how a member’s leave of absence affects a quorum.
Removal by Impeachment
Considering impeachment should be reserved for the most serious offenses and situations. This is the approach of last resort. Impeachment occurs when the board votes to dismiss the member from the board.
Prior to the vote, the bylaws should clearly state the reasons that constitute removal by impeachment and the process by which it should occur. Incidents that happened and the steps that were taken to address the situations should be documented, recorded, and stored.
Prevention is the best antidote to avoiding problems related to removing board members. Having term limits is a good way to avoid keeping disruptive board members on the board for too long of a period.
Boards should perform due diligence prior to the vote to join the board to make sure the candidate will be an asset to the rest of the board. Board members should welcome new members to the board by offering them an informative orientation and mentoring them to be members who are constructive and involved. Board chairs should not neglect new board members, but communicate with them regularly and provide feedback on their performance. A little investment on the front end may prevent some difficult actions on the back end.
