Removing a board member is never an easy decision, but sometimes it’s necessary to maintain the health and effectiveness of your organization. Whether due to poor attendance, conflicts of interest, or not fulfilling responsibilities, handling the removal process with professionalism and adherence to the organization’s bylaws is essential.
This article walks you through the steps to remove a board member, includes a sample letter, and explains how board management software streamlines the process by offering a secure communication channel, organizing meeting records, and ensuring all board members agree on the removal decision.
Why Remove a Board Member?
All boards benefit from strong workplace chemistry between board members. However, certain situations call for the removal of a toxic board member.
Board members are often removed for the following reasons:
- Conflict of Interest: A board member undermines the organization’s goals when their personal interests interfere with board objectives.
- Breach of Fiduciary Duty: Board members are obligated to work in the best interest of the organization. Any board member who regularly fails to act in this manner may be removed from their seat.
- Lack of Participation: Regularly skipping board meetings demonstrates a member’s unwillingness or inability to contribute to decision-making.
- Overly Argumentative Behavior: A board member who frequently instigates board member disputes should be removed from the board.
- Illegal Activities: Remove any board member who engages in illegal behavior or acts in an unethical manner to protect the company’s reputation or legal standing.
- Term limits: A board member may simply hit the end of their term according to the organization’s bylaws. This allows board members to leave gracefully with a formal resignation letter and provides opportunities for new members to step up.
Ensure effective, efficient meetings with our comprehensive Board Meeting Agenda Template.
Process to Remove a Board Member
1. Review Bylaws and Legal Requirements
Each organization has specific guidelines for removing a board member. Before beginning the process, it’s essential to fully understand your organization’s bylaws and legal obligations, as they outline the detailed procedures for appointing and removing members.
2. Document Reasons for Removal
Documenting the member’s reasons for dismissal reduces the chance of legal complications. Collect evidence explaining the reason for dismissal and distribute it via a board pack. Include financial records, emails, witness statements, or meeting minutes. Some companies employ a board of supervisors to provide oversight over the actions of their board of directors or trustees.
3. Notify the Board Member
After documenting your reasons for removing a member, notify the board member in question. This signals the organization’s desire and intent to proceed with the process. This must include formal written communication. In certain circumstances, the corporate governance committee may verify the process is fair to all parties.
4. Hold a Board Meeting
Conduct a board meeting so all stakeholders can share their opinions on the potential removal. Board members should have the freedom to discuss the topic from different perspectives and ask constructive questions without fear of retribution.
5. Vote on the Removal
The last step for the removal of a board member is a vote of no confidence from the full board. The vote must comply with the bylaws of the organization. The result of the vote should not affect the level of professionalism displayed by the board.
Sample Letter to Remove a Board Member
Dear [BOARD PRESIDENT NAME],
I am writing to formally request the removal of [BOARD MEMBER NAME] from our organization’s board of directors. I understand this is a significant decision, and I want to explain my request.
[PROVIDE A BRIEF BACKGROUND ON THE SITUATION, INCLUDING ANY SPECIFIC INCIDENTS OR ACTIONS THAT HAVE LED TO YOUR REQUEST.]
I believe that [BOARD MEMBER NAME]’s continued presence on the board is detrimental to the organization for the following reasons.
- [REASON #1]
- [REASON #2]
- [REASON #3]
Our organization needs to maintain high integrity, professionalism, and dedication to our mission. The actions and behaviors exhibited by [BOARD MEMBER NAME] have raised concerns among other board members, staff, and stakeholders, which may ultimately harm our organization’s reputation and effectiveness.
I kindly request that the board of directors initiate the necessary procedures to address this matter promptly. Thank you for your attention to this matter. I look forward to a resolution allowing our organization to continue its valuable work without further disruption.
Kind regards,
[YOUR NAME]
[SIGNATURE]
Board Effectiveness Made Complete with OnBoard
Unfortunately, some boards need to take action to remove a member. Make sure to follow the bylaws in your organization to ensure fairness and avoid legal risk.
Board management software helps organizations of all sizes streamline their governance process and makes it easier for board members to collaborate and access information.
OnBoard helps organizations improve governance, enhance meeting efficiency, and facilitate better collaboration through digital tools. Leading businesses, nonprofits, educational institutions, and other organizations all trust OnBoard to modernize their board operations.
Key OnBoard features include:
- Board assessment tools and engagement analytics to measure board member effectiveness
- Secure messaging to boost board collaboration
- Voting tools to streamline decision-making
- Customizable agenda builder to simplify meeting management
- Integrations with popular apps and software, including Zoom, Microsoft 365, and Teams
Looking for a board portal solution? Check out the Board Management Software Buyer’s Guide for tips and advice on choosing the best solution for your organization.
The comprehensive blueprint for selecting a results-driven board management vendor.
About The Author
- Josh Palmer serves as OnBoard's Head of Content. An experienced content creator, his previous roles have spanned numerous industries including B2C and B2B home improvement, healthcare, and software-as-a-service (SaaS). An Indianapolis native and graduate of Indiana University, Palmer currently resides in Fishers, Ind.
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