How to navigate a vote of no confidence for your nonprofit board

Nonprofit board members have every reason to hope they complete their service without ever facing a motion of no confidence in organization leadership. This vote — taken when the board has reason to doubt the ability of the executive director or chief administrator — is one of the more incendiary and emotional acts a board can take. It also can draw negative media attention, something no nonprofit board wants to encourage.

Still, it is a necessary option for mission-driven boards to ensure that the organization can thrive. When facing a possible no-confidence vote against the executive director, the board has the responsibility for getting at the truth and taking action in the best interests of the organization.

Let’s look closer at the nonprofit board vote of no confidence, how to navigate its complexities and how technology can support the board in this difficult responsibility.

What is a vote of no confidence?

Just like any other vote, an agenda action item leading to a no-confidence vote comes up for discussion through the nonprofit’s meeting procedures. This item would usually come under consideration after a period of time; allegations against an executive director usually don’t surface overnight.

Word of misbehavior tends to travel quickly, so whether allegations are true or not, they usually begin with some rumblings or complaints from stakeholders that are starting to occur more frequently.

Proceed with caution. Board members have to remember that allegations are merely allegations until they’ve been proven. Dealing with allegations makes everyone uncomfortable. Board directors may have worked with the executive director for many years and developed a good working relationship with that person. The board may not have been aware that anything was wrong until someone brought an issue to their attention.

If a vote of no confidence passes, your organization’s bylaws should define the end result. Not every organization’s bylaws make the no-confidence vote actionable on its face.

As Sarah E. Merkle, attorney and founder of Civility.co, shares, “In my experience, the desire to take a no-confidence vote typically arises when a group is dissatisfied with one or many of its leaders and wants a way of going on record with their dissatisfaction.”

“In my experience, the desire to take a no-confidence vote typically arises when a group is dissatisfied with one or many of its leaders and wants a way of going on record with their dissatisfaction.” – Sarah E. Merkle, Founder of Civility.co

Why your board may have a vote of no confidence

There are many reasons a board may pursue this course of action against an executive director:

• Allegations of unscrupulous behavior, including unethical behavior, illegal behavior, poor performance and causing other problems for the organization
• Board dissatisfaction with the executive director’s performance over a period of time
• A board decision to move the organization in different direction that doesn’t match the executive director’s skill set
• Extremely low morale that the leader can’t seem to rectify

Before taking any action, board members need to be careful about not expressing long-term dissatisfaction with the executive director’s performance, and then firing them suddenly and without warning. Boards also need to consider how firing the executive director could have a trickle-down impact on staff, members, donors and others.

Uncomfortable as it may be, board directors should avoid looking the other way and hoping the problem will go away or resolve itself. Board directors may also be tempted to try to resign from the board before they have to take some sort of action, but that doesn’t help the organization, especially if they have firsthand facts of any of the issues. It’s best to tackle the issue as responsibly as possible, do the right thing and be ready to guide the organization forward.

Board effectiveness reflects the board’s ability to deliver on its mission and achieve its goals. Organizations must be all at once more informed, more secure, more collaborative and more purpose-driven. Our free board effectiveness checklist organized into key areas will help your nonprofit board operate even more effectively. Download it now.

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Next steps after a vote of no confidence

Carry out a preliminary investigation

Rather than wait until something gets blown out of proportion, boards should schedule an executive session at the first sign of trouble. After discussing the issue, boards may choose to form a subcommittee to conduct a preliminary investigation to clarify the issues and the extent of dissatisfaction among the ranks. Within a reasonable timeframe, the subcommittee should make a recommendation to the executive committee for the best approach.

The first thing that the subcommittee will need to do is to clarify the issues. The best way to do that is to interview those who are affected or who have knowledge of the issue. If the subcommittee finds evidence of unethical or illegal wrongdoing, they should inform the board immediately and proceed with firing the executive director.

The interviews should shed some light on whether the allegations may have some merit or whether they’re just rumors.

If the subcommittee agrees that the allegations may be a result of a miscommunication or misunderstanding, the next best step is to have a conversation about them with the executive director. Ask for their perspective of the situation and clarify any miscommunications or policies.

If the subcommittee suspects that the allegations are valid, they may recommend that the board hold a vote of no confidence. The outcome of the confidence vote should lead the board to decide whether it’s possible to retain the current executive director and perhaps add some monitoring or mentoring.

Form a clear action plan in lieu of a vote of no confidence

The board may decide that it’s in the organization’s best interest to work with the executive director and correct the conditions that caused the allegations. In the workplace, this could be the equivalent to a performance improvement plan for an employee. When this is the case, the board might choose to establish a committee to work more closely with the executive director with the goal of guiding and supporting him or her.

With the right support and guidance, the executive director will hopefully improve their performance. Nonetheless, it’s important for your board to document the actions they’re taking so you can carry out a thorough evaluation.

When the plan is ready, the board will need to schedule a meeting with the executive director to discuss their concerns and document them in writing for both parties to sign. The board can then identify steps for the executive director to take before the next evaluation. If the performance doesn’t improve, the board will have documents to prove that they were aware of the problem and that they took steps to address it.

If necessary, fire the executive director

Certain situations make it clear that the board will need to fire the executive director. To ease the situation, the board officers should schedule a private meeting with the executive director. The discussion should be factual and frank.

It may be best for everyone concerned for the executive director to resign rather than be fired. The officers should let the executive director know that a resignation would be welcomed. If the executive director refuses to resign, proceed with firing.

The officers will also need to decide whether the executive director needs to complete anything before leaving and whether they will offer severance pay. Finally, the board will need to communicate the separation in a straightforward manner to staff, volunteers, donors and possibly the community.

Succession planning is important in the event that this type of situation occurs. Nonprofit boards that face having to fire an executive director should have at least a few resumes in their hiring pipeline. Succession planning is part of the regular board development cycle.

Use your board management solution to manage a vote of no confidence

Because of the complexity of investigating and possibly taking action against organization leadership, board directors should look to tools that support and document their work easily and reliably. A board management tool like BoardEffect has a number of features that can make this process less fraught:

• A document library with custom organization and granular permissions offers a secure place to collect documentation related to the board’s investigations and actions
• Private workrooms create a environment for convenient hybrid meetings on sensitive topics with all stakeholders, subcommittees and one-on-one
• Automated workflows with built-in notifications allow the board and contributors to create, edit and approve bylaws documents and other materials that are necessary for good governance

A vote of no confidence in an executive director is a difficult responsibility for volunteer boards to face, but it may be necessary to ensure the health of the organization. BoardEffect provides the tools and features for all the board’s management responsibilities. Let us know how we can help you.