How to Fire a Board Member

In 2015, Ostrich Place invested heavily in board development after determining that the board was largely disengaged board. Before the board development project began, the board struggled to achieve quorum, did not have functioning committees, and rarely met the requirements established in the by-laws.

During the past three years, they have developed reasonable expectations for board service, created a robust recruitment process, implemented an effective orientation, and supported board members in meeting their obligations as board members.

The most recent recruitment process had 11 prospective candidates apply for 6 open positions. For the first time in years, the board could be very selective about those it appointed to the board, and Ostrich Place used this opportunity to thoroughly assess candidates and obtain references from prior volunteer experiences.

As the freshman class of board members began the orientation process, Ted emerged as an outspoken leader. He would often share his strong opinions and insist that the board procedures were wrong. When orientation ended three months later, Ted’s participation in meetings was clearly disruptive. Nearly every time Ted spoke, people rolled their eyes knowing that he was about to:

• “Tease” a board member in a way that was both personal and inappropriate
• Question the executive director’s competence without the board entering executive session without staff
• Derail the board’s deliberation by refusing to stay on topic
• Claim that he obtained “inside confidential information” that could not be disclosed but warrants voting against a committee proposal
• Shoot down any idea that was not his own
• Grandstand with soliloquies that would make Shakespeare seem succinct
• Exclaim that he couldn’t “sit in this damn meeting any longer” and storm out

The board chair and governance committee became aware that Ted was disruptive when not in meetings. Specifically, Ted would show up at the Ostrich Place unannounced, inspect the facility, and demand to see the executive director to grill her and review his “findings”. The program officer at a local foundation also contacted the board chair about some “disturbing news” they heard from Ted.

Since Ted’s first orientation session, the governance committee has attempted to manage and modify Ted’s behavior. A few of their actions included:

• Ted’s board mentor met with him to share early concerns about his behavior and explain why they were counterproductive for the board
• The board chair invited Ted for coffee to better understand his strong opinions and brainstorm more productive ways to present them to the board
• The governance chair met with Ted twice. The first time to discuss board procedures, rules of engagement, and the appropriate manner for reporting issues to the full board; the second time to inform him that his behavior had to change or the board might vote for removal

The governance committee met to discuss Ted’s behavior one final time. They agreed that, while every board needs a devil’s advocate, Ted’s conduct moved beyond offering an opposing viewpoint in a healthy manner. He was a bomb thrower who enjoyed wreaking havoc in an organization. He was also disloyal to the organization by approaching external stakeholders (like funders) without using appropriate board channels for reviewing issues that troubled him.

They determined that Ted’s service as a board member needed to end, and they discussed various options for firing him. With their by-laws in front of them, they considered the following options:

#1: Don’t offer the board member an additional term. When Ostrich Place first began its board development project in 2015, they often used this technique for long-tenured board members who were not meeting the new attendance requirements. The Nominating Committee would review each board member’s attendance, committee participation, personal giving, and fundraising from the prior year, and they would not offer renewals to board members failing to meeting the expectations. Since Ted still had 21 months left in his term, this was not a viable option. 21 more months of Ted would have driven away most of the productive board members.

#2: Ask the board member to recommit or recuse. The governance committee used this technique extensively when implementing the new board expectations in 2015. Once the board agreed on the expectations, the governance chair met with under-performing board members individually and asked them to recommit to the new expectations, while also giving them the opportunity to recuse themselves from board service without any hard feelings. The governance committee did not choose this option because they had already asked Ted to recommit to more appropriate behavior or leave the board.

#3: Leave of absence. Last year, a board member’s performance went from “stellar” to “cellar,” and a governance committee member asked the board member if everything was okay. Board members usually know when they are underperforming or engaging in counterproductive behavior, and they will usually explain that work or family has demanded more of their time and emotional energy. Ostrich Place Board offered this underperforming board member a three-month leave of absence, during which time she was not responsible for attending meetings, participating in committees, or other board-related duties. At the end of the 3-month leave of absence, she decided that her family issues would not allow her to continue and resigned from the board. Since she made the decision to resign (instead of being asked to resign or being terminated), Ostrich Place continues to be her favorite charity. Based on Ted’s history, however, the governance committee decided this option was not feasible for him.

#4: The Legal Route. The governance committee ultimately decided that the only effective option was to recommend terminating Ted’s board membership using the process outlined in the by-laws. They fully understood that this is the most painful option – for the board, for the organization, and for Ted. But they also felt that Ted would continue to speak poorly of the organization even if he remained on the board. In consultation with a pro bono attorney, they outlined the ways in which Ted had violated his duties as a board member and prepared a formal termination recommendation for the board. The governance committee informed Ted that it recommended termination and called a board executive session to deliberate and vote. The executive session had only one agenda item, and the governance committee structured the meeting to efficiently consider and vote on the motion. At the session, the governance committee briefly spent five minutes to present its findings about, and Ted was given fifteen minutes to add any information he wanted. The board then invited Ted to leave the meeting, letting him know that a board member would contact him tomorrow to share the outcome of the vote.  The board unanimously voted to remove Ted.  The following day, the governance committee chair invited Ted to meet for coffee, but Ted refused. Ted wanted to receive the decision immediately, and the chair informed Ted that the board had voted to remove him from effective immediately. The chair started to thank Ted for his service and express regret that the situation did not work out when Ted hung up on her.  Following the phone call, the chair mailed a letter to Ted informing him of the board’s decision.

This is an “extreme case” where Ted was a pariah who threatened to destroy the board and the organization. Some organizations have less extreme cases where a board member just isn’t a good fit or not meeting expectations. In my experience, the best course of option for those cases includes #2 (ask the board member to recommit or recuse) or #3 (leave of absence). Each of these starts with a conversation, and it’s important to be empathic and caring throughout the conversation. A good structure for the conversation might be:

1. Ask the board member how they feel about their service
   • Have data to compare their actual service versus their perception of their service
2. Ask the board member if anything has changed at home or work that they would like to share
3. Acknowledge the board member has the best interest of the organization in mind
4. Acknowledge that board service can be challenging even in the best of circumstances
5. Ask what support the board can provide to help the member meet their responsibilities
   • Be clear that you value their contribution as a board member
6. Offer leave of absence or the opportunity to recommit or recuse themselves
7. Acknowledge that this is a difficult conversation to have
   • Thank them for their openness to the conversation