Page 29 - C&A's Nonprofit Board Guide

REMOVING TROUBLESOME
BOARD MEMBERS term limits a step further by also limiting the
number of terms that may be served. These
experts argue that boards should strive to be
in perpetual motion, exposing themselves to
fresh ideas and a diverse pool of members that
will stimulate creative thinking and unique
thought. Detractors to the limited term number
position argue that there is value in consistency,
institutional knowledge, and history.
Another option may be a leave of absence.
Unforeseen circumstances can impair a
member’s ability to serve. Medical issues,
career obligations, family matters, etc. can
all take a toll on a person’s time that could
otherwise be dedicated to the nonprofit. If a
board member is disappointing due to reasons
out of his/her own control, choosing to pause
his/her term instead of outright replacing him/
her may prove advantageous.
B oards of directors function in interesting ► Consistently exhibiting an argumentative, Assuming a board intends to move forward When all else fails though and a forcible
ways. Whenever a group of people
disrespectful, and disagreeable demeanor;
closely interact, collaborate, form ► Failing to prepare for and/or attend meetings; with removing a member, it must first removal of a board member is chosen to be
the best course of action for the organization,
joint decisions, vote, and are held accountable, understand the legal implications of such a expect that the by-laws will require some
there exists risk that this group will become ► Creating an atmosphere that suppresses plan. Nonprofits are governed by state laws form of special impeachment-type vote that
dysfunctional and/or ineffective. Successfully the free exchange of ideas by other board and corporate by-laws or similar documents. would require at least a majority (frequently
blending disparate personalities, viewpoints, members; Removing a problematic board member must
experiences, and qualifications into one ► Ignoring confidentiality of information; and follow prescribed procedures spelled out within two-thirds, and occasionally unanimous) of
existing board members to elect to remove
cohesive and capable unit can be a daunting these laws and documents. A worthwhile set said member. More legal implications come
task. Boards often fall short of their stated goals ► Disregarding fundraising requirements and of by-laws should clearly describe the process into play, as the board must ensure that this
due to a varied list of reasons. A board should responsibilities. for dismissal of a board member. Seeking the action is clearly documented and supported
constantly be assessing its performance as a opinion of a reputable attorney to ensure that
group and on a member-by-member basis. As Practically speaking, boards should exhaust all any applicable clauses do not run afoul of by contemporaneous meeting minutes. A
belligerent excommunicated board member
part of this assessment process, a board may efforts to remedy challenging members before applicable state laws is also well-advised. Also may research his/her own legal options upon
conclude that one or more of its members are concluding that removal is necessary. These keep in mind the impact on future voting and dismissal. Boards must ensure that their records
no longer suited to serve. As with a tree, careful efforts can include the following: quorums that removing this board member may clearly detail the reason for termination of the
pruning of dead wood can spark flourishment ► Setting very clear expectations of all board create. By-laws should be written to address
and growth to new levels. If you’re involved members; such unusual circumstances, but they’re not ex-board member and all communications with
and about him/her for potential legal defense.
with a board that could use some trimming- Nipping unwanted behaviors in the bud when always comprehensive enough.
down, you have much to consider. ►
they are first presented (board Presidents/ Most board members are deeply and honestly
Chairs must set the tone of meetings and Term limits are a useful feature that can be built devoted to their organizations and work
Determining whether or not a Board member into an organization’s by-laws. One-, two- or
should be removed should be based on many interactions); three-year terms are common for nonprofit diligently to promote and advance their
underlying missions. For those unfortunate
factors. What follows is a list of some behaviors ► If Board member agreements or contracts are board membership. These limits ensure that exceptions, board members must remember
that could influence such a determination. This in place, presenting clear violations to the a fair and sensible process can be followed that their positions are not guaranteed to them.
list is far from all-inclusive. member in question; to keep board members in place. Term limits Removal may become necessary, and if it
► Breaching fiduciary duties; ► Hosting an intervention of sorts to bring to help curb complacency and provide a built- does, as with anything, appropriate planning,
► Attempting to micro-manage staff and light the issues in question; in mechanism to remove underperforming preparation, execution, and documentation are
members without strict confrontation. Simply
operations; ► Provide one-on-one coaching, possibly by put, existing board members can choose to not essential. The noble purpose of the nonprofit
► Engaging in prohibited or conflicting the President/Chair; and vote-in a disruptive member when his or her must never be compromised.
transactions; ► Asking or suggesting that the board member term expires. Many experts advocate taking
27 willingly resign. 28