Non-profits, corporations and small businesses that have a board of directors also have a set of guidelines called bylaws. These bylaws are set by the company or corporation to ensure an appropriate chain of command, as well as behavior and responsibilities assigned to all members. Bylaws must also include a process by which board members are added or dismissed, as well as term limits, elections and frequency of meetings. Board members are also required to follow a set of guidelines pertaining to meeting behavior, how to introduce items to the agenda and duration of meetings. The most commonly utilized rules for board meetings is Robert's Rules of Order.
Asking someone to resign from a board requires having grounds or cause to enforce the request. Keep logs of infractions with pertinent dates and all requests made of the board member to remedy the problematic situation as well as any assistance offered to remedy existing problems. Acquire documentation to prove egregious behavior to present to the board in the event of forcing a resignation or dismissal and documentation is critical in reaching a quorum should the individual involved refuses to resign voluntarily. Documentation will also provide the necessary information required by the legal department should the board member launch a law suit against the company or organization.
Have a meeting with the board member in question and be specific about the issues that have caused concern and stress the lack of resolution or compliance. During the meeting allow the board member to evaluate his own job performance and tactfully introduce the notion that resigning from the position will allow the board to resolve the issues for the benefit of the corporation. Be empathetic and treat the board member with respect at all times to avoid turning a business decision into a personal issue. Document the meeting by taking notes.
Force the member out If he refuses to submit a letter of resignation by less complicated means. Utilize existing bylaws and protocols to involve all board members in discussion, assess the problems and ultimately vote to reach consensus on whether the board member should be dismissed or allowed to finish his term.