How Does My Nonprofit Remove a Board Member?

May 1, 2018

Empty boardroomThere are a number of reasons for removing a member of the board of directors, including non-attendance at board meetings or committees, being inactive in general, or being so obstructive that he or she keeps the board from functioning effectively. The board should provide for the possibility of removal by addressing it in the bylaws.

There are several strategies that can be considered: term limits, personal intervention (preferably by the board chair), or removal by vote of the Board.

A sample bylaw clause is suggested here:

”A director may be removed, without cause, as determined by a two-thirds vote of the Board present at any meeting at which there is a quorum. In addition, any member of the Board of Directors may be removed for a substantial cause by the majority vote of the Board present at any meeting at which there is a quorum. Substantial cause shall include failure to participate in the activities of the Board of Directors as evidenced by the failure to attend at least three (3) consecutive meetings of the Board of Directors.”

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From the Standards for Excellence®: An Ethics and Accountability Code for the Nonprofit Sector. The Standards for Excellence code, developed by the Standards for Excellence Institute, includes specific benchmarks and measures that provide a structured approach to building capacity, accountability, and sustainability in your nonprofit organization. The code identifies 6 major areas of nonprofit governance and management: Mission, Strategy, and Evaluation; Leadership: Board, Staff, and Volunteers; Legal Compliance and Ethics; Finance and Operations; Resource Development and Fundraising; and Public Awareness, Engagement and Advocacy.

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