In an ideal world, a board of directors would have the right skill set among its members, all members would be active participants, and serious conflicts or ethical issues would either not arise or could be easily handled. In the real world, unfortunately, it doesn't work that way. A board member may be so difficult to work with that she disrupts board meetings, does something unethical or simply might not be up to the job. In all cases, the member must be removed from the board.
A board of directors is responsible for oversight and governance of an organization. Most boards have bylaws, and some may also have job descriptions that spell out the responsibilities of the board members and officers. These documents can provide the substance against which to measure performance when a board member must be removed. If the board’s bylaws specifically state the circumstances under which board members may be asked to leave the board, the bylaws should be followed.
In some cases, it falls to the board president or chairman to remove a board member. The chairman should not act unilaterally, however, but take action at the direction of the board. If the bylaws require a majority to remove a board member, then the action should be put to a vote. The offending board member should not be present for the vote to avoid concerns about retaliation or to prevent confrontation among board members. Some boards' bylaws require a two-thirds majority vote to remove a board member.
Maintaining Future Relationship
The member who is being removed from the board should be given a reason for the removal. The board chairman should tactfully describe the issues leading to the removal. People who are asked to join a board are often influential or may be organization donors, and the chairman should try to foster an amicable relationship for the future whenever possible. A phone call or in-person meeting is acceptable, said Jan Masaoka, author of "Best of the Board Cafe," writing in a May 2011 article. It may be appropriate to offer a leave of absence if the issue is related to a temporary problem with attendance or similar situation.
All boards should consider the possibility that a board member may need to be removed, Masaoka writes, and incorporate a removal process, as well as term limits, into the bylaws. Steven Bowman, a director at Conscious Governance, notes that in addition to removing a nonproductive board member for performance reasons or because of term limits, a board might consider what he calls "perception management," asking the board member to take on another responsibility instead of board duties. Bowman also notes that boards can often avoid the necessity of member removal by using a thorough selection process and assuring board members know exactly what is expected of them.
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