Resigning from a Board: A How-To Guide

Making the decision to serve on a board is generally done with great forethought and consideration. Making a decision to resign from a board should be given equal, if not more, attention. There are two general reasons that members resign from a board—either they are not serving the board to the best of their abilities or the board is conducting business in such a way that the member cannot serve on the board in good faith.

It helps to remember that board members have legal responsibilities. To the extent that serving on a board places the member at financial or legal risk or the operations of the board are placing the organization at financial or legal risk, these are valid reasons for resigning from a board of directors.

Honestly Examining Your Motives

It can be difficult to objectively examine your own motives for wanting to serve on the board, but there is merit in doing it anyway.

Examine your level of interest and activity outside of the board room and during board meetings. If you are missing a lot of meetings, you are not actively participating in planning and deliberations well enough to make informed voting decisions. This is a disservice to the board and to the organization.

If you’ve made a geographical relocation, participating in meetings may be impossible or impractical.

If you have a material financial interest in a business or transaction that is in clear violation of the organization’s conflict of interest policy, it must be resolved. This can be addressed by bringing the conflict to the attention of the board chair, executive director, or the full board for resolution. If the conflict cannot be resolved, the board member should resign from the board.

Assess how much time you are spending reviewing the organization’s financial reports, reading and reviewing committee reports, following through on tasks, keeping up to date on the organization’s activities, and interacting with the executive director. If the answer to these questions are little or no time at all, resigning from the board should be considered.

Once you have carefully assessed your level of activity on the board, it may become quickly apparent that you need to make a decision about whether to become more actively engaged or to step down completely.

Examining Board Interactions and Decisions

The next level of assessment is with regard to problems regarding board disagreements and interactions that render your voice ineffective.

The full board doesn’t need to agree on every decision, but when a member lacks a shared sense of integrity and values, the road ahead inhibits the growth of the organization and causes dissention. This can happen when the majority of board members are not committed to good corporate governance or are not operating consistently with governmental laws or organizational bylaws.

It may be best for members to resign when they are not able to support the organization’s decisions on a fundamental level, because of the lack of confidence in the strategy or direction of the organization.

When there has been a breakdown in trust between members of the board and a member’s conduct at board meetings is consistently being perceived as disruptive, it can help for the member to resign so that the rest of the board can work collaboratively and productively.

Voicing Your Concerns

The first step should be to bring the concerns that are causing you to think about resignation to the attention of the board chair, executive director or the full board. You’ll want to be sure that their perceptions match yours and work to resolve the issues, if possible. It may be that other board members have privately addressed some of the same concerns. If resignation is still the best course of action, there are a few steps you should take first.

The Act of Resigning

Check the organization’s bylaws to see if they include a process for resigning. Some bylaws state that the board must vote on and approve the resignation of a fellow board member. Tell the board chair first, the executive director next, and the whole board last.

Resignations should be submitted in writing at least 60 days in advance of the departure from the board. This gives the board time to adjust to the absence, determine if they can still meet a quorum, and find a replacement. Resign gracefully and without malice. Be sure to thank the board in your letter and include appreciation for the benefits that you gained having served on the board, as in these sample resignation letters.

When a board member, or the whole board, fails to meet fiduciary duties and fails to act with reasonable care, not only does the organization suffer, it creates a situation that places the board members and the organization at a financial or legal risk. Such risks may not be protected by the organization’s Directors and Officers liability insurance policy. This can pose even greater risk of financial or reputational harm to the individual or the organization. When done properly and under the right circumstances, resignation may benefit the individual and the organization.