Sometimes it is necessary to ask a board member, including the president, to resign from a nonprofit organization. Possible reasons range from absenteeism to illegal or unethical activity. Check the organization's bylaws to see what procedures are specified. It is always best to search for consensus and not make the process a confrontational one.
Things You Will Need
Copy of the nonprofit's bylaws
Legal counsel
Join with other board members and the nonprofit's executive director to meet one-on-one with the board president. Discuss the problematic behavior with the president and suggest that her voluntary resignation is appropriate. This gives the president a way out, while saving face, and relieves the board from having to force the resignation through impeachment. Also remember that a board’s nominating committee can review the president's behavior and decline to recommend reelection.
Read the nonprofit's bylaws, which usually describe an impeachment process to remove a board member by a board vote, according to CompassPoint. For example, in some organizations a board member can be removed by two-thirds vote of board members voting in favor of removal at a regularly scheduled board meeting. It may be useful to contact a lawyer to ensure bylaws are correctly followed.
Read the bylaws for any information on term limits. Many boards have both board terms and term limits, such as two-year terms with a limit of three consecutive terms. With these restrictions, a board member cannot serve more than six consecutive years without taking a leave from the board. After a year off the board, an individual can once again be elected to the board, or not. Term limits provide a non-confrontational way to ease ineffective members off the board, says CompassPoint.
Refer to your state's nonprofit corporation law, if the nonprofit's bylaws do not provide a process for removing board members. When a nonprofit's bylaws do not state a removal process, the state's nonprofit corporation law becomes the governing document for the nonprofit. Nonprofit corporation law varies widely from state to state.
Tip
If the nonprofit's bylaws do not describe a process for removing a board member, revisit the document and create a process.
If a board member has health- or work-related issues, or other reasons why they cannot be active in the board's work, consider allowing them to take a leave of absence from the board.
