Written by Diana Kern, NEW’s Vice President of Programs
We frequently get calls from a frustrated officer of a nonprofit board or a CEO that wants to know “how to get rid of a disruptive board member.” What constituents being disruptive? This can include obvious things like rude or abusive behavior and foul language. But it can also include someone that refuses to relinquish the floor for others to speak, someone that continues to grand-stand on topics, or displays argumentative body language on a consistent basis. Board work is group work and not for people with unchecked ego’s, personal agendas or those that consistently demonstrate a sense of entitlement or inappropriate group behavior.
Boards that ignore disruptive members are damaging the effectiveness of the nonprofit and hurting sustainability and board development. By allowing someone to hijack the meetings your good board members will stop talking to avoid confrontation and will eventually withdraw to the point of quitting.
So, what should the board officers do? First, you need to refer to your bylaws and articles of incorporation to see what you are authorized to do to remove a board member under these documents. These are your legal governing documents and must be followed. Normally when we get the call and ask the question…“what do your bylaws say?”…no one has consulted them, or they are mute on the topic. Each state has legal precedence on this topic so if your bylaws are mute you must seek legal advice from an attorney with nonprofit experience.
Find out how many other board members are concerned about the behavior/issue. If one person is, usually many more are bothered as well but have not spoken up. The board chair should seek them out in private.
For Nonprofits in Michigan we suggest the following steps:
Step One – Talk to the Person
Start with a one-on-one discussion with the disruptive member. This conversation should occur with the chairperson/president of the board, not the chief executive of the nonprofit. Since it is not appropriate to allow conversations behind the volunteer board members back about their behavior the chair needs to jump on this as soon as concerns arise. Outline the concerns and inform the person that multiple people are concerned but DO NOT provide the names of other board members. Give them corrective steps they need to take and by when in order to avoid further issues with the productivity and trust of the board. Remind the individual that board work is group work. They agreed to this when they were elected and group dynamics and norms must be followed to ensure productivity and full engagement of all board members without fear of intimidation or in-fighting.
The Board Chair needs to explain that the peer group expects cooperation in behaving correctly and should the issue persist the board may vote to remove them from the board of directors pursuant to the bylaws and/or the State of Michigan precedence for volunteer board member removal. Tell them this will be the only conversation that will occur.
If the issue persists, the board chair should move to step two.
Step Two – Check In with Others Before Holding a Vote for Removal
If the person does not correct the disruptive behavior the Board Chair should talk with the other officers on the board to seek their input in the matter. If the officers agree that action should be taken to remove the board member the officers should inform the board member in question that they feel the behavior is indeed continuing and is counterproductive to the norms of the peer group and is undermining productivity. Ask the person in question to issue their own resignation from the board.
If the individual refuses to resign let them know that the officers will seek a vote for removal in executive session at the next meeting. Ask the person in question to honor all board members privacy and to avoid contacting other board members before the meeting. Let the individual know that the floor will be open to all at the meeting but discussion outside the meeting should not occur. This issue should in no way damage the mission or reputation of the nonprofit. Donors and staff should not be called.
Step Three – Consult the Bylaws for Removal Guidelines
If you have removal steps in your bylaws follow them.
Step Four – Do Not Start Paper Trails or Delay Action
Do not delay action and do not start paper trails or offer extended timelines for correction. Nonprofit boards are made up volunteers. There is no implied contract with a volunteer board member. At this stage if you think you might have an explosive situation with the individual you seek to remove consider contacting a human resources attorney with nonprofit board experience in your area for advice. A problem should not be swept under the rug or ignored. Remember The Second Mile nonprofit.
Step Five – Board Chair Puts Action on Board Meeting Agenda in Executive Session
Since you have indicated to the board member in question that you intend to vote and take action in the next meeting you should begin the meeting with an executive session.
The Board Chair will state simply and without malice the reason for the action and that the officers asked for a voluntary resignation which was not provided. An officer should make a motion up front. “I would like to make a motion to remove Mr. Smith from volunteer service on this board.” The board chair will ask for a second. Another officer should second the motion. The board chair will ask for any discussion on the matter. DO NOT let the discussion linger. Put a time limit on the discussion. Then call for the vote.
With most bylaws, via a majority vote of those in the room, if quorum has been met, the trustee is removed immediately from the board and asked to leave the room.
Ensure appropriate measures have been taken in advance if you expect any type of inappropriate or threatening behavior up to and including having security personal present.
NEW is not legal council and every situation is different. If at all concerned about your situation, contact an attorney to represent the nonprofit board in the matter. Please reference the State of Michigan Corporation Act.