How to Fire a Nonprofit Board Member
Do you need to remove a board member from your nonprofit? In this post, I’ll explain why, when, and how to fire a board member.
Being a volunteer board member of a nonprofit organization comes with a lot of responsibility. Every nonprofit has obligations to the state and federal government, as well as to the community, donors, staff, and other stakeholders. These are obligations that board members take on. Your board members fundraise, serve as organizational leaders, provide fiduciary oversight, and more.
But if board members don’t honor their commitments or, worse, if they are hindering your nonprofit’s success, it may be time to ask them to leave. In rare situations, you may even need to remove or fire them. People tend to think of “firing” as reserved for paid staff or contractors, but firing is the act of severing a working relationship regardless of compensation.
Can Nonprofit Board Members Be Removed?
“The power to remove or fire a nonprofit board member is a power that must be created in the organization’s bylaws. ”
Nonprofit corporations are incorporated in one or more states. As an incorporated entity, you must follow certain laws, and that normally includes the creation of articles of incorporation and bylaws. These are the mini-constitutions for how your corporation promises to behave. If your organization ever gets in trouble with the law, the courts will look to your bylaws to settle disputes.
That is why it is critical that your bylaws spell out how to sever the relationship of someone who has lost the trust or confidence of the corporation. It’s actually a best practice to remove people who aren’t helping achieve the mission. Leaving them in place may create more liability.
Nonprofit organizations are governed by boards of directors. This means that boards, in a way, own the nonprofit. Unlike corporate board members who are compensated, nonprofit boards are not. They are motivated by impact and reputation, not by profit. As altruistic as that is, we must not let them off the hook for bad behavior. Our stakeholders expect nonprofits to be able to govern themselves ethically and professionally.
Most organizations negotiate voluntary departures from boards, but in some cases, it is important to take decisive action to terminate the relationship. This demonstrates that the organization is acting ethically, swiftly, and in line with stakeholder values. Sometimes these situations cause drama and bad public relations, but leaving a highly problematic board member in place can have even greater consequences.
Firing Nonprofit Board Members Is More Important Than Firing Staff
There are 1.4 million nonprofits in the US and the vast majority of them have annual budgets under $600k. If you are lucky enough to have staff in your organization, you know the value of a great hire. You also probably know when you have made a bad staff hire.
The two biggest things holding people back from firing low performers are 1) disruption and 2) false niceness.
We hold onto people because we hesitate. We tell ourselves, “Maybe I am the bad boss so I shouldn’t be quick to fire,” or “We really haven’t given this person all the support or training they need so firing is not OK.”
But these hesitations are almost always just excuses. We know that replacing a staff person is time-consuming and often costly. We simply don’t want or can’t handle the extra work.
The other main reason we don’t fire staff is that we want to be seen as nice. We want people to like us. Nonprofits are supposed to be about kindness, right? Well, no. Every place should be nice. Many nonprofit leaders didn’t get formal management training, so being direct, setting clear expectations, measuring performance, and holding people accountable are not a core part of nonprofit leaders’ training. We must change this.
“You can be nice and fire people.”
Nonprofits need to have high standards because we have very important work to do. We don’t sell widgets (no offense to widget makers). We save the world. This means we must have high standards for our staff AND our boards.
It should be easier to fire a board member than a staff member because board members don’t need searches to replace them. They also aren’t running programs or tracking funder deliverables. They govern and hopefully raise money. But if it's time to fire them, they probably aren’t even doing that.
When to Remove a Nonprofit Board Member
Here are some situations where removing a board member is probably in order:
Malfeasance - A board member has done something reckless to damage public trust. Normally, malfeasance is corruption but it could be other bad behavior.
Disrepute - If a board member does something that damages the organization’s reputation, they have brought disrepute. We see this with celebrity sponsorships all the time. Some celebrity does something scandalous and Pepsi cancels the sponsorship. In their contracts, they probably had language that said, “Don’t embarrass us.”
Undermining the mission - Has the board member acted in a way that is contrary to the organization’s mission? This doesn’t mean a simple disagreement about the mission, but something that will hurt the organization’s goals, whether it is made public or not.
Law breaking - Has the board member been convicted or found guilty of a civil or criminal offense? You may want the right to terminate their board service, regardless of whether they are innocent until proven guilty in court.
Incompetence - If a board member cannot perform the job because they don’t have the knowledge, skills, judgment, or interest in performing the role.
MIA - Is your board member missing in action? Have they been skipping board meetings without good cause? Are they not honoring basic agreed-upon tasks? The board can give a “vote of no confidence” and remove them if the organization’s bylaws permit.
In the case of scandal or criminal allegations or a direct challenge to your reputation or mission, you may need to fire a board member as a demonstration that you are doing your job and not passively waiting for a resignation. These can be do-or-die moments for organizations.
Please note that just because I am listing some scenarios here, that doesn’t mean I am giving advice. I am not an attorney. Every organization is different and so is every situation. Your organization should have these conversations and revise your bylaws accordingly.
Different Ways to Fire a Board Member
Does it sound harsh to fire a board member? Is the word “fire” triggering? Does it bring up unfavorable incidents from your past or the past of loved ones who had horrible firing experiences?
That’s understandable. As nonprofit leaders, we are exactly that – leaders. Leaders do the hard work and that means leaning into conflict because it is in service to our mission.
As a leader, you may have some tools at your disposal to make the firing process easier.
I am a huge fan of board agreements. (I have a whole training on them). Board agreements are informal contracts telling board members exactly what is expected of them. Most board members who fail to honor their board agreements know they may be asked to leave the board, or they may voluntarily leave. This is why I love board agreements.
But even if your board doesn’t yet have an agreement in place, you can still invite board members to voluntarily leave or not renew their current term. Sometimes, though, the board member won’t voluntarily go.
To help you out in that scenario, I asked ChatGPT to help write a simple and straightforward letter asking a board member to resign.
Sample Scripts for Removing a Board Member
Email 1 - Subject: Request to Consider Leaving the Board
Dear [Board Member’s Name],
I hope this email finds you well. I am writing to you today with a request that may seem difficult, but one that we believe is necessary for the betterment of our organization.
As you know, our board's mission is to serve our organization and its stakeholders to the best of our abilities. Each member of the board plays a critical role in ensuring that we meet our goals and fulfill our responsibilities. Unfortunately, we have noticed that your contributions to the board have not been able to meet our needs.
While we appreciate the time and effort you have put in so far, we feel that your role on the board is no longer serving the organization as effectively as it should. This is not an easy decision to make, but we feel that it is the right one to take.
Therefore, I am requesting that you consider stepping down from the board. This would allow us to move forward with members who can contribute more effectively to the organization's mission.
Please know that this request comes with no ill will or personal animosity towards you. We appreciate your service to the organization and hope that you will continue to support us in other ways.
If you would like to discuss this matter further, I am available to speak with you at your convenience. Thank you for your attention to this matter.
Sincerely,
[Your Name] [Your Title]
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Email 2 - Subject: Request to Step Down from Board Membership
Dear [Board Member],
I hope this email finds you well. I am writing to you today as a member of the board to discuss your continued membership on the board. While we appreciate your contributions thus far, we have concerns about your ability to meet the needs and expectations of the board.
As you know, our organization is committed to achieving specific goals and objectives, and we rely on the skills and expertise of our board members to help us achieve these goals. Unfortunately, we have observed that your contributions have been limited, and we do not feel that you are able to meet the needs of the board at this time.
After much consideration, we respectfully request that you consider stepping down from the board. We understand that this may be a difficult decision to make, and we want to assure you that we appreciate your past contributions to the board. However, we believe that it is in the best interest of the organization to move forward with members who are able to make a significant impact on our mission and goals.
We would appreciate a timely response to this request, and we are happy to discuss any questions or concerns that you may have. Thank you for your understanding and for your past contributions to the board.
Sincerely,
[Your Name] On behalf of the board of [Organization Name]
Boards Can and Do Remove Board Members
Nonprofit board members provide a valuable service but we must hold them to high standards. Our stakeholders and regulators insist on it. Just like low-performing or unscrupulous staff, board members who won’t voluntarily leave may need to be terminated. The only entity that can do this is the nonprofit’s board.
There are situations where board members may be encouraged to resign and other times when quick termination is needed to protect the organization’s reputation and resources and to be responsive to stakeholder and internal policies and procedures.
In short, you can fire board members and more organizations need to know how to do it before it’s too late.
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