At some point in the life cycle of any nonprofit, the need will arise to add or remove a board member(s). There are a number of scenarios that can give rise to this need, and understanding how to do it correctly is critical.
Before doing anything else, take a look at your bylaws. Every set of compliant nonprofit bylaws should outline the process for adding and removing members of your board of directors. If yours has such provisions, it is absolutely critical to follow the process as prescribed. The governance and procedural requirements outlined in your bylaws are legally binding on your board. This means failure to follow your bylaws can give rise to legal challenges by those affected by board decisions.
In the unlikely event your bylaws do not contain provisions for adding and removing board members, the bylaws need to be amended to include such before any further action is taken. The same holds true if you wish to change the process. CAUTION: Your bylaws should also contain provisions for how to make such amendments, so make sure your follow that process accurately, as well.
In the following sections of this article, we’re going to take a look at specific ideas and best practices around adding and removing members. Again, these procedures are contingent upon bylaws compatibility, so address that first.
There are two primary reasons why a nonprofit may need to add members to its board of directors. Let’s examine each:
The most obvious one is a vacancy. Often, a nonprofit’s bylaws dictate term length for board service. For example, your bylaws may say board members serve 3 years. Assuming there is no limit to the number of terms, a director may be renominated by the other directors to serve an additional 3 years. This can happen over and over, if desired. But, it could be that a director is ready to move one at the end of one of his/her terms. Or, maybe the bylaws dictate that a director cannot serve more than 2 terms. It could even be that a director quits (or dies!) mid-term. When such a vacancy arises, the typical procedure is for the remaining board members to find a suitable candidate to fill that role, nominate them, and vote them onto the board in a regular or specially-called board meeting. In the case of someone filling a vacancy mid-term, the board needs to decide whether or not such replacements finish out the term of the departing director, or will serve a full term. Either way is fine, as long as the board is consistent in how it handles such situations.
Another typical scenario is the desire to expand your board. We often see this in the early years of a nonprofit, where the initial founding board is too small to adequately serve the needs of a growing charity. The process here is much like that with a vacancy. For example, the bylaws may state that the number of directors should be between 3 and 7. If the current board includes 4 members, those members may add up to 3 additional directors to join them. As long as the upper limit prescribed in the bylaws is not exceeded (assuming there is a limit stated at all), the existing board is free to nominate and approve new members.
Removing a member of your board of directors is never a pleasant task. It’s almost always an involuntary action that is fraught with tension and emotion. It can, and often does, impact relationships permanently. It isn’t a move that should be entered into lightly. The best solution is often to seek a resignation. When that can’t or won’t happen, sometimes it’s simply necessary to remove a director. It could be due to lack of participation…those are typically easier to handle. Other times, it may involve a board member who has become intolerably disruptive, abusive, negligent, or worse, criminal.
The bylaws provisions for removing a director should necessarily be stringent. It needs to be difficult to do. A typical best-practice provision requires unanimous consent of the other board members. It should be hard, so as to prevent arbitrary or selective action against members who may simply see things from a different perspective. Conflict can be healthy, as long as it’s handled professionally and maturely. But, when a situation rises to the level that action must be taken, the typical procedure to is bring up the matter as an agenda item in a regular or specially-called meeting, discuss the situation, put a motion up for vote to remove the individual, and follow through with an up or down vote.
Don’t forget about relationships when dealing with additions and removals. By relationship, we’re primarily talking about blood, marriage, and outside business relationships between board members. This is primarily a concern for public charities, not private foundations. Adding and removing board members can upset the necessary numeric balance when related board members are involved. Public charities must have a board that has a majority of unrelated members. See the related topic for a more full understanding of board member relationships.