Removing a board member: everything you need to know

Your board can make or break your organization. While it can take time to intentionally build an effective board, sometimes board dynamics are just too dysfunctional and removing a board member may be necessary.

How to remove a board member

When it comes to removing a board member, process is key. While it may be tempting to resolve the issue as quickly as possible, rushing the process can create more problems than it solves. So take your time, get organized, and follow each step one at a time.

1. Check your bylaws

Your very first step is to read through your board’s bylaws. If your bylaws outline a specific procedure for removing someone from your board, you need to follow it. At the very least, they should specify what circumstances warrant the removal of a board member. Some common reasons include:

If your bylaws don’t specify grounds for removal or removal procedures, you should seek legal counsel before moving forward. Legal compliance in this process is absolutely vital for limiting liability.

2. Identify and document the problem

To successfully remove a board member, you need to have thorough documentation of the problem. This demonstrates your decision is based on facts and due process, instead of personal motives, which reduces the risk of legal repercussions. If the problem is performance related, document every issue related to attendance, participation, or behavior. You may need to track this over a few months to create a realistic picture of the issue. If the problem is related to a single incident, collect any documents that substantiate the allegations, including first-hand accounts, financial records, meeting minutes, or emails.

3. Communicate your feedback

Ideally, you should be in the practice of routinely sharing feedback with your board members. If you haven’t had a conversation (or conversations) about their problematic behavior, you need to start here. Make sure everyone is on the same page about how their behavior is in conflict with your expectations. If you feel its appropriate, give them a chance to adjust the behavior on their own. Set a timeframe for this and regularly check in on their progress, documenting everything as you go. If this resolves the issue, great. If it doesn’t you’ve done your due diligence by giving them a fair chance to change their behavior.

4. Leverage term limits

If your organization sets term limits for board members, you may be in luck. If you’re close to the end of your problematic board member’s term, your best course of action may be to ride it out and wait for their term to expire. Then simply let them know you won’t be reappointing them for another term. This is the easiest way to remove a board member, but it does come with drawbacks—if the board member’s offense is great enough or you’re worried they’ll cause greater damage before their term ends, don’t wait. The health of your organization should always be your priority.

5. Ask them to step down

In most cases, bylaws allow board members to voluntarily step down before the end of their term. If this is the case—and you feel comfortable having a direct conversation with the board member about it—this may be an ideal path. Schedule a call with the board member, your board chair, and legal counsel (if necessary). Let your board member know why you think parting ways is the best outcome and ask them if they’re willing to step down. If you’ve been having regular discussions about their performance, this conversation shouldn’t come as a surprise. In most cases, people would rather take the easy out than escalate the conflict further.

6. Notify the board member about your decision

If nothing up to this point has worked, its time to escalate. Draft a formal motion for removal, including the reasons behind your decision and any supporting evidence you’ve collected. Then notify the board member in question of your decision to proceed with their removal. This notification should be shared in writing and, of course, communicated as respectfully as possible.

7. Hold a board meeting

Schedule a meeting to discuss and vote on your motion for removal. Make sure all board members have comprehensive information about the issue, including all of the documentation that informed your decision. During the meeting, present the issue and call for a motion for removal. Allow everyone the opportunity to discuss the issue, ask questions, and share concerns. While these conversations can be uncomfortable, the more transparent you can be, the better able your board will be to make an informed decision.

8. Vote them out

Once the issue has been thoroughly discussed by your board, ask for a formal vote on the motion. Make sure you follow the voting procedures outlined in organization’s bylaws and any other applicable legal requirements. Record the outcome of the vote and any relevant notes for your records. Whichever way the vote goes, make sure to keep things professional and respectful. Remember that your behavior throughout this situation will impact your reputation and relationships with other members of your board.

Final thoughts on removing a board member

Sometimes removing a board member really is necessary, but the process can be long and challenging and its obviously better to avoid it altogether if you can. Luckily, following board management best practices can help you avoid dealing with this issue again in the future. Surfboard’s board management course helps you learn to build a highly effective board from the ground up, covering everything from onboarding new members and setting expectations to increasing engagement and cultivating trust—so you can lead your board (and your organization) with confidence.