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Values-based Home » Free Articles » Governance Process » Terminating a Board Member's Position

Terminating a Board Member's Position

Question: How do we get rid of a board member who is just causing a lot of trouble on the board? He is negative on everything, speaks negatively to others about the decisions we make and is a thorn in the side of the entire board. What can we do to get him off the board? If I sound desperate, it's because I am. We all are.

Answer: Quite often the questions that are sent to me give insufficient information to speak to your specific situation. In this case, I have to be open to the possibility that this board member may be part of the solution, not part of the problem. After all, it is possible that a board member is outnumbered by people who are not acting in the best interest of the organization they govern.

Having said that, I will speak as though I have assessed the situation carefully and agree that it is in the best interest of the organization that this individual leaves the board.

The first question I would ask has to do with what written policies you have to deal with your expectations of board members. It may be expressed in some form of limitation of the authority. It may also be expressed in a policy dealing with the code of conduct for individual board members. Is there any written policy that the individual has violated?

The second question deals with the manner in which you have dealt with the matter to this point? Has there been any performance review? Have you discussed your concerns directly and openly with him present? Has the board given any warning already?

If the answer to both of these questions is in the negative, then you are obligated to start from the beginning, even though you may feel that he should know by this time that the board doesn't appreciate his behavior.

The first step is for the Board Chair to meet privately with the person and share his/her concerns about the board member's negative attitude in meetings and negative remarks to the public. He should deal directly with the issue of unacceptable behavior and with expectations the Chair has for future behavior.

If after some time has passed without change, the matter should become an agenda item with him being the first individual to know that his behavior will be addressed in an official board meeting.

Don't deal with the matter generally by adopting a policy for the purpose of dealing with this one case. Rather, deal directly with this particular individual. The most effective and fair way to deal with the matter is to give the evidence for your concerns to the person before the meeting and invite him to prepare his version of the issue at the meeting. Catching him by surprise will not result in a fair or a satisfactory outcome. Remember, too, that the desired outcome is changed behavior, not necessarily a departure from the board.

My preference would be to deal with the entire matter with him present. If you do decide to excuse him from the deliberation about his future participation on the board, be very sure that the decision is not based on any new information that is brought to the board's attention in his absence and for which he has no opportunity to prepare and present a defense.

After the matter is dealt with fairly, openly and completely, then set about to prepare a policy for future board members to know what is expected of them.

As I said at the beginning, however, be sure that this individual is not part of the solution to board process that needs to be assessed even more than the behavior of one individual. It is very difficult to swim against the majority view on things, so whenever a board member does that, I like to be sure that I have extracted all possible benefit from what may appear to be negativism. Boards can get pretty entrenched in unhelpful process and culture. Sometimes it is one brave individual who brings the gift of accountability for board behavior to the table.

Les Stahlke, President

 

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