How to Remove a Nonprofit Board Member

Nonprofit board members have a lot of responsibilities. Typically nominated for a fixed term, their power is protected by the bylaws that govern the nonprofit as they look out for the best interests of the organization.

But what happens when you need to remove a nonprofit board member before their term limit is up?

In this article, we will explore the purpose of nonprofit boards and some reasons why you might consider removing a board member from their post. We will also provide some useful tips and step-by-step instructions on how to fairly and sensitively remove a nonprofit board member while also abiding by your organization’s bylaws.

Let’s get started.

Before we can discuss how to remove a board member from a nonprofit organization, we must first understand what the purpose of a board of directors is, as well as their legal and ethical obligations and their responsibilities and duties to the organization.

While for-profit companies tend to answer to shareholders, nonprofits organizations are governed by an elected board of directors. Serving in terms stipulated by the nonprofit’s bylaws, board members have a legal obligation to ensure the nonprofit organization is working towards advancing its mission.

So important are board member positions that even the Executive Director of a nonprofit is required to report to their organization’s board. That being said, the services they provide are unpaid, making them essentially high-ranking volunteers.

Every nonprofit organization is legally required to have a board of directors with at least three different members. Typically, these are:

• The President, who acts as the primary contact for the board and presides over meetings;
• The Secretary, who distributes the meeting agenda and records meeting minutes so they can be accessible at a later date;
• The Treasurer, who oversees the nonprofit organization’s finances.

Larger nonprofits can have numerous different board members with a variety of responsibilities.

Besides providing general oversight over the nonprofit’s activities, board members should also contribute to strategic planning, approve budgets and spending, and make decisions on behalf of the organization by prioritizing the nonprofit’s best interests and its mission. Regardless of the size and composition of a board, they make decisions through voting on resolutions after discussing and deliberating whether they are in the best interest of their organization.

More than just overseeing the internal logistics of the nonprofit, board members also have external responsibilities. These may include fundraising, community outreach, and spreading the word about the nonprofit.

To read more about board member responsibilities, check out this post on our blog.

Now that we understand a bit more about the responsibilities and obligations of nonprofit board members, we can discuss some of the main reasons why you might consider removing a board member from your nonprofit organization.

Remember that removing a board member from their position before their term ends should almost always be a last resort.

As such, the process for removing a board member tends to be long and difficult, as only extreme case scenarios should lead to this unfortunate action.

Toxic Environment

It is expected that a functional board of directors will have the occasional disagreements. In fact, such conflicts can be healthy, as it shows your board has a variety of different perspectives looking out for the good of the organization. Discussing opposing ideas can lead to more effective and creative solutions by ensuring that multiple viewpoints are represented by the nonprofit’s actions.

But disagreements should not turn into hostility. Discussions and debates should not become shouting matches. A person expressing their opinion is not the same as shutting down dissenting voices. Persuasion is not the same as intimidation.

Once these lines are crossed and your board meetings have become a toxic and abusive environment, then it might be time to remove those responsible for such hostility.

Failure to Fulfill Responsibilities

As we outlined above, there are many responsibilities that one must undertake in order to become an effective board member, including not only investing time in overseeing the inner workings of the nonprofit, but also working towards fundraising and advocating for the nonprofit’s mission.

Perhaps a board member was not aware of how much work would be required of them when they accepted the position. Perhaps their personal or professional circumstances changed and they can no longer fulfill their obligations.

Either way, when a board member neglects their work to the point of hindering the rest of the nonprofit, then it might be time to remove them from their position.

Conflicts of Interest

Ideally, your board members went through a thorough background check and interviews to ensure they did not have any conflicts of interests. But circumstances may change, or facts can slip through the cracks.

Normally, it is expected and perhaps even inevitable that a board member will have an occasional conflict of interest involving the organization. In these cases, being honest and upfront about said issues avoids any complication in the long run. When a board member does have a conflict of interest, the appropriate action is to abstain from voting on the resolution.

However, if the conflicts of interest become numerous, if its matter is of great importance, or if they fail to disclose this issue upfront, then it is best to take swift action to remove them from the board.

Ethical Violations

It is not only normal, but expected for board members to adhere to their nonprofit’s moral codes. As a result, it is also expected for those who fail to live up to those values to be removed from their positions of power within an organization.

Some unethical behaviors that might lead to the removal of a board member include:

• Committing Fraud
• Committing a Criminal Offense
• Sexual Harassment
• Bigoted Behavior (racism, sexism, homophobia, etc.)
• Actions that Contradict a Nonprofit’s Stated Mission

Any of these inappropriate behaviors not only risk damaging your nonprofit’s reputation, but they can also make other board members, staff, and volunteers feel unsafe. It is the nonprofit’s responsibility to remove those who commit ethical violations to protect the people working within the organization.

If the situation with your board member has escalated to the point where it would not be in the best interest of your nonprofit to wait for the end of their term, then steps must be taken to remove them from their position.

Below, we’ve set out a step-by-step guide with the most common actions you must take in order to successfully remove a board member.

Please note that this does not constitute legal advice, and this process may not be applicable to your specific situation due to a number of factors. While we did our best to present these steps in as sound a way as possible, every nonprofit and every situation is unique, so you should still contact an attorney to ensure this is applicable to your specific circumstances.

1. Check Your Bylaws

Before taking action, it is important to check your bylaws. In most cases, they will have the detailed procedure that you must follow for removing a board member outlined. These specifications are legally binding, and failure to follow them can create potential legal problems for the nonprofit due to wrongful dismissal.

If your nonprofit works together with an attorney, consider discussing the situation with them. Their knowledge of your organization, your bylaws, and your state regulations allow them to give you more personalized legal advice.

2. Ask for a Resignation or Leave of Absence

The best way to “remove” a board member is by not removing them at all, and instead asking them to resign.

This discussion will be unpleasant for all involved, but when handled maturely and when the issues are discussed in detail, it can lead to the best outcome.

As the board member is given the opportunity to leave on their own terms, this should allow them to retain some dignity while also leaving the possibility open for future collaborations should the reason for their removal not be one of ethical violations.

Should the member accept, they should send their resignation to the rest of the board via either email or letter.

If a board member has been failing to fulfill their responsibilities due to personal or professional reasons, asking for a leave of absence can be a good alternative. This would allow them to settle their matters before returning to their position. Your bylaws should specify how this should be done and how it will affect the dynamics of the board.

3. Seek Unanimous Consent

Should the board member refuse to resign, and should they not be in violation of any provisions (missed a specific number of meetings, violated codes of ethics, etc.) that stipulate an immediate removal, then your next step is to seek the unanimous consent of the board for their removal.

Once again, for this step it is crucial to check your nonprofit’s bylaws, as their rules and regulations may vary. Typically, if the entirety of the board agrees to remove the member, you might not need to call a vote. Instead, you will need to prepare an Action by Unanimous Written Consent document that specifies the changes that will be made. Every single member, including the one who will be removed, needs to sign it.

4. Schedule a Special Meeting

Should you not acquire unanimous consent, your next step is to schedule a meeting during which the board will vote on the matter.

To do this, it is recommended you message all voting members of the board with a request to hold a special meeting. Make sure to include the purpose of said meeting, as well as the date and time.

Consider drafting a resolution for the removal and, if possible, sending it to all other board members. This will allow them to come to the meeting prepared so that any discussions will move smoothly and the voting will go swiftly.

5. Hold a Vote

In order to vote for the removal of a board member, a quorum must be present. The quantity of that quorum will differ depending on each nonprofit, so be sure to check your bylaws to ensure you will have enough members present.

Those present will then vote on the resolution to remove the board member. Depending on your bylaws, you might need a slim majority for the resolution to pass, with just over ½ the members voting in favor, or you might need over ⅔ of the vote.

Be sure to keep documentation as to why the board member is being removed and to record the results of the vote.

6. Report to the State and the IRS

Depending on where your nonprofit is based, you might not need to file a special notification with your state or the IRS. However, your yearly Annual Report and your 990 Form should reflect the changes made to your board.

Though removing a nonprofit board member is a difficult and unpleasant task, there are times when it is necessary. Be it due to a toxic environment, unethical behavior, or a negligence of duties, it is crucial to take the proper steps when removing a board member to ensure the nonprofit will not be legally liable.

Once these steps have been taken, debriefing with the remaining board members to discuss how possible policy changes, amendments to the bylaws, or training can prevent this from happening again may be beneficial. We hope that this article offered you some guidance on how to navigate this difficult process.