When a board member is having a negative impact on the board or the entire organization, it can develop a toxicity that can only be relieved by removing a member from the board. Following a gut instinct to proceed may be best, especially if a strong percentage of the board agrees. Removing a director from the board is almost certain to be uncomfortable, and when it’s necessary, it helps to follow established protocols. Here are some suggestions to help you move forward responsibly.
Check it Before You Wreck It
It’s always difficult to examine your own motives, especially if you’ve been hurt or personally affected by the actions of another board member. Do your best to assess whether there are specific reasons for asking for dismissal of the member and find out whether other members hold the same perspective. Sound reasons for petitioning the board to remove a board member include members who are not actively performing board duties, members who are continually adversarial towards the rest of the board, or attention of some fraudulent activity or other serious matter of concern.
Once the decision has been made to move forward with the petition for dismissal, it’s important to base reasons on the member’s actions or votes. Don’t propose suspicion of the member’s ulterior motives and avoid making personal attacks.
Writing the Petition
Preparation is key in scribing the petition. The first step is to read the organization’s bylaws to see if they outline the process for petitioning the removal of a board member. If so, follow them to a tee, paying close attention to time limits and procedures. If not, make a note to self to have a discussion with the rest of the board for amending the bylaws to add a procedure at a later date.
Check your state laws. Every board member has a legal responsibility to protect the organization. Most states have laws that govern boards, especially non-profit boards. Reviewing and adhering to state laws and organizational bylaws are the best defenses against a receding member who later pursues legal means against the organization.
Writing the Petition
Be brief and to the point. Begin the letter with a greeting to the board and then get right to the purpose of the letter. The next few sentences should contain a request for a special meeting, stating that the reason for the meeting is to discuss a petition for dismissal of a board member, along with a listing of offences. An example of the wording might be,
The following members request a special meeting to discuss the recall of Susie Smith’s position on the board, based upon low attendance at board meetings, refusal to serve on a committee, and 100% failure to participate in voting.
Follow the guidelines in the bylaws regarding any information that is required in petitions. Add a section for the date the petition was signed. Add signatures below the body of the letter. The person who is circulating the petition should add a statement that attests that each person is personally known by and signed in the presence of the petitioner.
Strengthen your position by exceeding the number of signatures as required by the bylaws. Take note that the bylaws may require original signatures. Photo copies may not be acceptable and may leave an open door for dispute or litigation. Turn in the petition on a timely basis. Gather all signature sheets together and include them at the time of submission.
Setting Up the Special Meeting
Typically, the board secretary will make arrangements to schedule the special meeting after consulting with the board chair. This usually requires sending advance notice to all board members within a specified period of time prior to the meeting. The board chair often decides to arrange for a qualified third party to chair the meeting. This guarantees impartiality of the proceedings and avoids potential conflicts of interest.
Alternatives to Board Member Dismissal
While it’s entirely possible that formally dismissing a member from board duty is in the best interests of the board and the organization, it’s important to consider that there may be less confrontational ways to relieve a member of board duty. It’s this type of situation that supports the need for term limits. It might be easier on everyone to let the member’s term expire and garner enough votes to prevent re-election. When the term expiration date is too far in the future, the board might consider asking the member in question if it would be agreeable to take a leave of absence.
Despite any unrest about proceeding with a petition to dismiss a member, procedures and tools have been developed over time to make the process efficient and with the least amount of friction possible. The strength of the bylaws are the best assets. The process is certain to go smoother when all laws and protocols are reviewed ahead of time and followed explicitly. Once a decision has been made, the board can resume the important work of overseeing the organization and fulfilling its mission.