There is nothing more unpleasant for most executive directors and boards than having to remove or discipline difficult board members. There are many reasons why it may become necessary to terminate a board member, but from my experience they all fall under one of the following categories:
- Unethical behavior
- Conflicts of interest
- Disruptive behavior
- Bad mouthing the organization
- Not attending meetings
- Not following through on commitments
It’s critical that boards deal with these difficult situations because this type of behavior can permeate the board and turn it into a culture of mediocrity from which the group may never recover. Here are some ways to deal with this difficult decision.
- Have the board president meet informally with the board member to discuss the problem. If it seems the board member does not want to correct the problem then the president can simply tell this person to consider resigning form the board.
- Take a leave of absence. If the board member is having trouble participating due to health or other personal problems ask him/her to take a leave of absence from the board.
- Term limits. Put term limits in your by- laws and board policy procedures. Keep these limits flexible so you can retain excellent board members beyond the two year term if you choose to do so.
- Having each board member sign a board contract is a good way to communicate expectations and commitments (both in terms of time and money). A contract helps make it clear when certain board members are out of compliance.
- By-laws should include the strategy and causes for removing board members that are not performing. Review these every so often to see if they need to be revised.
- Probation is a good approach when the board member is not performing, but you want to give them another chance.
- Make sure someone always records the board minutes so everyone is clear on what decisions were made and what follow-up commitments were agreed upon. The board president should begin each meeting going over the minutes from the previous meeting. It then becomes clear who on the board is following through and who is delinquent.
- Bring the issue of the difficult board member to the executive committee and allow this team to discuss and agree upon the right course of action.
- Sometimes the executive director has the strongest relationship with the troubled board member and she/he (rather than the board president) is the best person to discuss the issue with this person. This should only be a “fall-back” option.
- Form a “care and feeding committee” made up of board members. This committee is responsible for anticipating potential troubles and identifying board members who are falling down on their responsibilities.