Category Archives: Removing a Board Member

Voting a board member out

I’ve both served on and worked with several boards of directors that have some of the same members who started the organization—30 years later! I have heard them say, “We tried that ten years ago and it didn’t work.” And I wanted to slap them!

I’m not casting any personal aspersions on any of those people, but you gotta imagine that at least some board members (and maybe most) want that member, we’ll call him (or her) Jean, to be gone! Maybe Jean wants things to stay the way they were imagined in the very beginning. Maybe Jean just like being the “Father (or Mother) of the Organization.” What if Jean also carries the most of the institutional knowledge? That means whenever there is a question about how to do something, Jean gets to answer.

Here’s a short list of possible problems with the scenario:

  1. Nobody really wants to work with Jean, the know-it-all, but they’re stuck. Few people want to stand up to Jean because of the power s/he controls.
  2. Jean, by virtue of seniority, gets to control much of the conversation, the decisions and general direction of the organization. S/he might even have undue influence on who else might be elected to the board.
  3. It’s hard to get new board members when they hear about or witness Jean’s control; they run away!
  4. The organization can never really grow past its initial invention and can be in a real danger of stagnation at the least and collapse at worst.

If your bylaws make provisions for specific infractions of conduct that you can use to remove Jean—like missed meetings or an incomplete financial commitment—you might be able to get rid of him. But you might have to go through a pretty public process to do it.

One five-year-old organization I have worked with set up their election process to deal with a general “I-can’t-work-with-Jean” situation.

Here’s how it works

Half the board positions are re elected every other year to ensure continuity and to prevent a full change in the organization all at once. This method also eliminates the continuing conversation, “When is your term up?” President and Vice President as well as Secretary and Treasurer, for example, are elected in alternate years.

A simple majority of board members elects new/returning members. It means, essentially, that each person running is running against “NoBody.” And NoBody might win!

The nominations committee is responsible to find one person per position to be elected. While I have not been privy to the conversations of this nominating committee,   I’m thinking if they have a sense that Jean might not make the cut, they’ve probably been considering others to take her role. That person might run against Jean, or be appointed after the election to take Jean’s position.

This organization, after just five years, has a full new board of directors, free to move the organization on to the next stage of its growth. The old members are happy to offer advice when asked, but they’re not there to control the conversation and direction of the group.

Not many organizations have this system of elections. It would, no doubt, require a revision to your bylaws. But if you’re starting out, consider the possibility that you might have a Jean and prepare for it!

Are your board members in good standing?

Like many new groups, the imaginary nonprofit Organization for the Illustration of Bylaws Problems (OIPB) started out writing their original document in a hurry so they could incorporate. They figured that after the settling of the initial whirlwind of activity they “go back and change them later.” One member of the original team believed that just saying: “The board can do what ever it should to run the organization” would be good enough to get going.

But like most groups the board of the OIPB thought bylaws were complicated and boring and no one ever wanted to look at them again.

Then — (cue up scary music here) —
Two years later when there was a board member who had to be removed, there was no real guidance in the bylaws. One easy way should have been to remove the person for not paying dues. That would have made the whole thing a lot less messy.

But the bylaws didn’t say that board members had to be members in good standing (or up to date with dues).  They only said a board member could be removed by a vote after a fair hearing. So the OIPB board had to go thru the time consuming process of figuring out cause and documenting all that. They wasted so much time and energy and angst figuring out how to proceed.

How clear are your instructions for removing a board member? If you can’t understand what the rules say, you need to work on your bylaws.

Got a Bored Board Member?

The main thing about bylaws is that they’re like the rules of your game. If you make them up before you start playing, everyone knows what they are. But if you start changing them mid way into the season, a lot of players can get angry.

When an organization is new, you think that everyone who joins your board of directors will always be as wonderful and committed as that first group. But sometimes it just doesn’t happen. So it’s important to make decisions about what you think should happen BEFORE there are actual, real people involved. That way the actions can’t be construed as a personal decision.

I had this note from Sharon. And I think her problems are probably not uncommon.

Check it out.

Kerch,

Thanks for responding so quickly to my request for your Taming the Bylaws Monster. I couldn’t agree more with some of your statements.

Thanks for asking for it! {kerch}

I have worked several years in assisting local grassroots organizations develop bylaws and set up their organizational structures. I am by no means a parliamentarian; I do have lots of Community Development training and really enjoy working (in most cases fixing) with bylaws.

I belong to an organization that will present a total bylaws revision in a couple of months to our organization. In the mean time, we have a lady that was elected to a very important office in our organization. She has never attended a meeting; neither board or association. We really need to replace her.

Our bylaws give the officers a definite term of three years. (Our revision includes “until their successor is elected”). There is also no section for “removal” of officers.

I searched the RR of Order and can only find that we could rescind the motion that placed her in the position. I understand that notice must be given for this and a vote of 2/3 of members present and voting must happen.

My question: does the President have the authority to declare the office vacant for dereliction of duty? We could then fill the position and move forward.

Our President has been in office for one and a half years and has never met the lady. Our President sent her a letter explaining the importance of her position to the organization and the importance of her duties. There was never a response. Phone calls go unreturned.

We really need help; this lady is a pastor’s wife and we do not wish to create an uncomfortable situation; however, we need someone to do this work. Others in the organization cannot fullfill this lady’s duties, everyone is busy with their duties and it is a specialized position that takes some time.

This is a heck of a bind!

Without seeing the actual bylaws, I can’t really give you any specific advice about them. (And I’m not a lawyer anyway — so this is never legal advice!) But if you are in the process of revising them anyway, I’d really recommend you add a section on what has to happen in order for a board member or officer to be removed from office.

It’s important to make that very specific and in no way open to question. For example, You can’t say, “If they’re not nice, we can kick them off the board.”

Who is to say what “not nice” means?

But you can say: “If a board member misses more than three meetings in any calendar year, they may be asked to resign.”

Very specific — any kindergarten kid can count to three!

Your proposed change to say “until their successor is elected” doesn’t give you any way to gracefully tell the person that you want them out.

Does that also mean that if I’m on your board, and I want off, but you don’t find a replacement, then I’m stuck for life?

If you have only one board member out of 15 who isn’t pulling their weight, perhaps that’s not such a big problem. But what if your board only has 5 people. Then that’s 20% of your group. And how does this one person who never shows up affect your quorum if someone just happens to be on vacation or sick on the day of your meeting? Then what?

Roberts’ Rules is a great document for the managing of meetings. But the specifics about how you want YOUR organization to make decisions — and I don’t mean the “motion” process — must be something you decide and write down.

It also makes uneasy times like those you have now easier to manage because the decision would have already been made — and not in the heat of battle, so to speak.
You also said:

Others in the organization cannot fulfill this lady’s duties, everyone is busy with their duties and it is a specialized position that takes some time.

This problem is a separate one. Have you someone in mind to do her job? On the other hand, if it’s not getting done now, I wonder what would happen if the position were actually vacant for a while?

Non profits, in general, operate on a great deal of good will among its board, membership and sponsors. So you surely don’t want to piss anybody off needlessly.

You also don’t want to open yourself to the possibility of a lawsuit — frivolous or not.

I also suspect you, and the active board members, are expending more energy over what to do about her, than she is about you!

You also said:

I searched the RR of Order and can only find that we could rescind the motion that placed her in the position. I understand that notice must be given for this and a vote of 2/3 of members present and voting must happen.

Does this mean she was not actually elected to her position? Has anyone actually talked to her since she accepted the position?

I am not a parliamentarian. I build bylaws. (S)

But it would seem you are correct according to the information provided by Dr. John A. Cagle, Parliamentarian of the Academic Senate and Professor of Communication at California State University, Fresno. His site has some very useful information on lots of rules about running non profit organizations.
But perhaps you’ll get a more specific answer if you write to him directly. You can get to him thru his website.

Please let me know what happens.