When It’s Time to Remove a Board Member

Q&A summary with NFP expert and Atlantic Business Magazine CEO Hall of Fame member Darrell Kuhn

When a board member is being disruptive on a continuous basis, sometimes their removal from the board is the only resolution. Most boards have trouble reacting to this type of situation because they’re uncomfortable dealing with conflicts and so disruptive behaviour is allowed to continue to the detriment of board operations. At some point removing the disruptive board member is unavoidable, and it’s certainly a sensitive topic to deal with.

A disruptive board member usually means someone that is either dominating board discussions or disrespecting other board members by not allowing them to express their viewpoints. What usually happens in these cases is that other board members become frustrated and disengaged in a discussion and that can lead to inappropriate or uninformed decisions.

Other disruptions could include:

  • Arriving late to meetings and forcing the board to backtrack on agenda items
  • Leaving meetings early when key decisions require votes
  • Missing meetings altogether
  • Not being involved in board activities, training sessions, etc.
  • Not helping to move the Organization’s strategic priorities forward
  • Talking about board members and board discussions outside of the board meeting

These can all certainly affect your board’s progress. Sometimes board members may also disclose confidential information outside of the board room. This can have a damaging effect on your reputation and potential donorship.

Starting the removal process

If those kinds of situations are happening on a continuous basis then it’s time for the board to act. There’s a series of processes that you’ll need to go through to ensure that the process is done respectfully and that your bases are covered. 

Board members are ultimately responsible for their own code of conduct. If they breach it, they need to be aware that there are consequences. In my own experience, once the situation is addressed it will usually have one of two outcomes:

  1. Either the board member is going to correct their behaviour going forward, or
  2. They’re going to resign on their own accord to save face

Your first step is to review the board bylaws and your governing policy to ensure that you’re not missing anything and that the removal process can be performed in a respectful manner. Unless it’s an extremely serious infraction where termination is required immediately, it’s not usually a one-and-done meeting. It could take several meetings and the process may also take up to four to six months.

Who Is responsible for overseeing the process?

The Board Chair is responsible for making sure that anytime there’s a disruption, that it is dealt with immediately in order to send a clear message to everybody on the board and all key stakeholders that the board has a zero tolerance on that type of behaviour. In fact, one of the easiest ways to address the behaviour before you even get to having that first separate meeting with the board member is to handle it right at the board table. For example, if the board member is controlling a discussion item or being disrespectful, you need to shut down that domination immediately. You could do this a few times before escalating to the first separate meeting.

The First Meeting – Addressing the Conduct
If the behaviour continues, the Board Chair starts by meeting with the board member to discuss the situation and what the expectations are and bring in the Vice Chair. It’s important to have two people there so the Vice Chair can take accurate notes of the discussion. After the meeting has concluded, the Board Chair and the Vice Chair review the notes, sign the document and put a copy of the document in the board’s member’s file. 

Having a file for each board member is a best practice as it contains not only their original application, resume, etc., but also any documents that they were required to sign when they agreed to the position – documents such as Compliance, Conflicts of Interest, and Code of Conduct. The file should also contain any other training records or attestations of different things that they’ve done throughout the year. This way you have something to fall back on when reviewing those policies with them.

The Second Meeting – Written Warning
Here the Board Chair provides the board member with a written letter and warning stating that their behaviour needs to be improved upon going forward or it will result in removal from the board. You need to be specific. This letter should also be signed off by the Board Chair and the Vice Chair. 

The Third Meeting – Termination
This meeting usually happens a month or two down the road if the corrective action is still not evident. If you get to this point, you can refer to the previous two meetings and the previous letter, and you simply give them a termination letter that they are no longer on the board. They are being removed effective immediately because of conduct that is outside of the organization’s policies and that the discussion items that you’ve had on a regular basis with them over a period of time is causing dissension amongst the board. 

Returning Property After Termination
Once the board member receives their letter of termination, it is requested that they return any organizational property or information immediately with a set time frame. This could include books, binders, access codes, laptops, etc. You’ll also need to remove the capability of them accessing any board information, whether it’s electronic or even access to the premises. 

Communication
The final course is that you need to prepare some communication for the key stakeholders including the board, staff and even key donors so that everybody is aware that the individual is no longer with the board. You don’t need to provide any reasons, just be short and simple and state that you wish them all the best in their future endeavours. This way everyone knows that the board member is no longer with the organization. This can help avoid any internal information being discussed outside of the organization inadvertently. 

When the situation is serious enough to warrant immediate or even legal action

Sometimes an act or behaviour is so serious that ties need to be cut off as quickly as possible. One example I’ve experienced myself was when we had a board member who was harassing a staff member that clearly violated our Code of Conduct policy and the board needed to deal with the situation right away. In this particular instance, we contacted legal advice even though there was already a disciplinary policy as there may potentially have been legal consequences.

Another example could be when a board member has been involved in a serious conflict of interest on a particular decision that’s caused some irreparable reputation damage to the board. This could and perhaps should result in immediate termination and removal from the board. Again here you would seek legal advice.

When starting the legal process for something serious like harassment or conflict of interest it’s important to have things documented. Ideally, you would get an independent review done of that particular situation where you’ll be interviewing all parties that were involved and aware of the situation. Then you can bring all of that information to your legal council so that you can formulate the termination process.

A real life example of not handling the situation properly

On one particular board I was serving on, there was a certain board member who was always controlling the board discussion, dominating every agenda item and was cutting people off and not allowing them to get their point of view across, resulting in some questionable decisions being made. Other board members were getting more and more frustrated and disengaged in the discussion as this went on. 

We found out at the next board meeting that two people had tendered their resignation. It wasn’t said specifically why they resigned, although the rest of the board suspected that it was because of this certain board member and their conduct.

Unfortunately those individuals were still upset, and while they were at a public event they spoke about the situation to one of our donors. Subsequently, a few days later our Board Chair received a phone call from the donor concerned about what he had heard at this public event and wanted an explanation and unfortunately we didn’t really have one. We met with the Board Chair, Executive DIrector and the donor to discuss the situation and the expectations that the donor had that the board would be conducting its affairs in a very diligent and appropriate manner.

This caused them concern with their sponsorship. They put us essentially on probation with a stern warning that future messes like this would result in the donor withdrawing all of their funding.

It turned into a heated discussion amongst our board as the Board Chair felt that they were being unfairly penalized for not dealing with the situation when in fact it was their responsibility – but none of these expectations were documented. Ultimately we decided over several meetings to finally create the policies and documents that were needed to avoid this situation and to put in place training around conducting effective board meetings. This process took several months and hiring an independent facilitator. All of this could have been avoided by addressing the problem early and by having the right processes in place to handle them appropriately.

Question #1: If a board member contests their removal, what potential action can be taken? 

In order for a board member to contest their removal, they would need to be able to prove that they were not being disruptive to the board. If you’ve been documenting the dates, situations and discussions and can prove where the disruptions have happened and you can point to a disciplinary policy with opportunities to correct their behaviour – at this point you can give them a final opportunity for rebuttal. Nine times out of ten they won’t have much to say as the proof is in front of them.

Most of the time the disruptive member will choose to leave on their own when faced with this evidence to save face, and this is the ideal solution if the behaviour cannot be corrected. 

Question #2: Is it always necessary to seek legal advice considering the removal of a board member?

You may already have a governing policy that outlines the disciplinary process that has already had some sort of legal review. This is the ideal scenario as the chances of contesting removal are slim but possible. If you’re uncomfortable with any part of the process even with a governing policy in place I highly recommend that you seek legal counsel, even if it’s for your own peace of mind. They can even come to the meeting with you and help you facilitate the process. I’ve even seen legal council be at meetings where the Board Chair didn’t even really have to say anything.

Question #3: What can I do as a board member if I feel like nothing’s being done to take action and remove this problem?

Keep in mind that any discussions that may be happening with regards to disciplinary actions or termination of a certain board member will be private and confidential, so you’re not necessarily going to know exactly what’s happening. The offending board member is still entitled to protecting their privacy during this process. 

But if you feel that there’s an issue that isn’t being addressed then you need to bring it to the attention of the Board Chair privately – not in a board meeting but through an offsite meeting or phone call. Let them know that you’re concerned about this and that it’s affecting your level of participation on the board. You may also want to ask if your board has a disciplinary policy or procedure in place.

D2 offers a variety of easy to follow, self paced courses to help run your board more effectively, including a free course on how to run your board meetings more effectively, with a written guide, more video content and even sample governing policies you can start using today to get started.

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