The board of directors may or may not contain one person who refuses to comply with the bylaws.
For-profit and nonprofit organizations often elect a board of directors to discuss topics and act upon them in the best interest of the organization and its mission. On rare occasions, a board member may display conduct that is not in line with the organization's goals, is unethical or illegal in nature, or is unhelpful or disruptive during board meetings. A board member can be removed in accordance with the organization's bylaws. If a clause regarding removal of board members is not currently included in the bylaws, devising one helps to protect the organization and its members in delicate situations.
Instructions
1. Discuss the behavior with the problem member during an informal meeting with the board president. Outline the lack of attendance, inactivity, unethical or illegal actions or other reason for potential removal and suggest ways to improve. At this time you may also suggest that the member may find it beneficial to submit a written resignation. Many problem board members may greet an invitation to resign with a sigh of relief.
2. Offer a leave of absence for members unable to participate in accordance with bylaws. Many bylaws require members to be present at each meeting unless proper notification is given. If the problem member is absent repeatedly, he may have health issues or personal problems that prevent him from fulfilling obligations or tasks. Taking a leave of absence for a period of time may aid the member in getting things together to return with a fresh outlook and a motivated attitude.
3. Institute term limits that require board members to serve for only a predesignated period of time. The problem member may be up for reelection and the board may decide at that time not to renew his membership.
4. Vote on the status of the problem member during a regularly scheduled board meeting. Bylaws vary, but often a 2/3 vote or a 51 percent majority can result in impeachment for the member in question.
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