Boards of directors function in interesting ways. Whenever a group of people closely interact, collaborate, form joint decisions, vote, and are held accountable, there exists risk that this group will become dysfunctional and/or ineffective. Successfully blending disparate personalities, viewpoints, experiences, and qualifications into one cohesive and capable unit can be a daunting task. Boards often fall short of their stated goals due to a varied list of reasons. A board should constantly be assessing its performance as a group and on a member-by-member basis. As part of this assessment process, a board may conclude that one or more of its members are no longer suited to serve. As with a tree, careful pruning of dead wood can spark flourishment and growth to new levels. If you’re involved with a board that could use some trimming-down, you have much to consider.
Determining whether or not a Board member should be removed should be based on many factors. What follows is a list of some behaviors that could influence such a determination. This list is far from all-inclusive.
- Breaching fiduciary duties;
- Attempting to micro-manage staff and operations;
- Engaging in prohibited or conflicting transactions;
- Consistently exhibiting an argumentative, disrespectful, and disagreeable demeanor;
- Failing to prepare for and/or attend meetings;
- Creating an atmosphere that suppresses the free exchange of ideas by other board members;
- Ignoring confidentiality of information; and
- Disregarding fundraising requirements and responsibilities.
Practically speaking, boards should exhaust all efforts to remedy challenging members before concluding that removal is necessary. These efforts can include the following:
- Setting very clear expectations of all board members;
- Nipping unwanted behaviors in the bud when they are first presented (board Presidents/Chairs must set the tone of meetings and interactions);
- If Board member agreements or contracts are in place, presenting clear violations to the member in question;
- Hosting an intervention of sorts to bring to light the issues in question;
- Provide one-on-one coaching, possibly by the President/Chair; and
- Asking or suggesting that the board member willingly resign.