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Board member removal from office
7/18/2014 12:00 AM

Parliamentarian Jim Slaughter ( offers guidance on how to remove a board member from his seat on the board.

A board may choose to remove one of its members for a variety of reasons: lack of participation, inability to attend meetings or a poor approach to teamwork. Here are several things to remember about the process of removing a board member from his seat:

  • It should be a last resort. Unless the board member is engaging in illegal behavior, there should be an effort by the executive director and/or the board chairperson to sound out the board member on his reasons for lack of participation and re-engage the individual.
  • Refer to your bylaws for the process the board has approved for the removal of members. If the process is outlined in the bylaws, carefully follow its requirements. When removing a board member, the board could be exposed to liability if it doesn’t follow its own prescribed procedures.
  • State nonprofit law may prescribe a process for the removal of board members. Check your state’s requirements.

Parliamentarian Jim Slaughter (Charlotte, N.C.) offers these five suggestions on the removal of a board member:

  1. Bylaws take priority. “Usually the advice is to follow the bylaws to the letter,” Slaughter said. Sometimes the bylaws provide for an automatic removal for missing so many meetings, but give discretion to some other group or simply leave it to the membership, he said.
  2. State statutes. If the group is a nonprofit, there may well be statutes in the state where the nonprofit is incorporated that provide a removal process for board members, Slaughter said. Usually it involves the entire membership for elected board members unless there is a process for removal by the board for certain criminal acts, for example, he said. “Very often these statutes say ‘unless otherwise provided in the bylaws,’” Slaughter said.
  3. Succession. “Sometimes members begin this process to only learn later that the bylaws or state law allow the remaining board members to appoint a successor — which might not be what the members wanted,” Slaughter said.
  4. Caution is key. The political ramifications of removal can be bigger than the procedural ones, so proceed with caution, Slaughter said.
  5. Seek an alternative. “If possible, I always recommend a face-to-face with the member, giving them the option of resigning with little said about it,” Slaughter said. The reasons for this can be, for example, other commitments or personal reasons, he said. “A resignation is always preferable and harder to contest later,” Slaughter said.

For more information, go to

Some examples of bylaw language for board member removal:

  • Automatic removal for two consecutive missed meetings plus two-thirds vote required by members present for inability to fulfill duties.
  • Removal: Board members must attend or call in for every board meeting or be excused. Any board member who shall have been absent from two (2) consecutive regular meetings of the board of directors without just cause as determined by the board of directors shall automatically vacate the seat on the board and the vacancy shall be filled as provided by these bylaws; however, the board shall consider each absence of a board member as separate circumstance and may expressly waive such absence by a two-thirds (2/3) vote of the members present at that meeting. Board members who are unwilling or unable to fulfill the duties required of them will be subject to dismissal by a two-thirds (2/3) vote of the board members present at a board meeting.

  • Majority vote of members present required.
  • Any director may be removed from the board of directors by an affirmative vote of the majority of directors present at an official meeting of the board. Notice of the proposed removal will be given to members with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.

  • Officer removal requires majority vote of all members.
  • Any officer may be removed with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that the notice of intention to consider said removal has been given to each board member and to the officer affected at least ______ days previously.

Executive Director
7/11/2014 12:00 AM

These strategies help the CEO manage the stresses of the top nonprofit position.

The executive director’s position isn’t a stressful one because she has to work for a volunteer board. It takes a toll because the top job in any nonprofit is a jack- or jill-of-all-trades position. As executive director, you’re responsible for everything: programs, board relations, planning, finances, fundraising, buildings and grounds. And the list goes on.

The recent article “Work-Life Demands Intense for CEOs at Nonprofits” ( covered this issue nicely.

Here are a number of tips from nonprofit executives that explain how they handle the stresses of the job:

Executive Director Marsha Modrell (Flagstaff, Ariz.) has 30-plus years in the executive’s position. “I do know there were times when I was able to manage the demands of the job better than others,” she said. Modrell said she juggles work-life demands most effectively when she:

  • Makes the commitment to do the best she can at any given time. “I realized that would have to be enough,” Modrell said.
  • Maintains a network of friends. It’s important to have people willing to listen to you whenever you feel you are up against a wall, she said.
  • Hires great people. “You have to employ key staff that understand and accept the responsibilities of their positions, and are willing to discuss difficult issues and disagree with each other and with me when it matters,” Modrell said.
  • Has other interests. Modrell said she has maintained outside interests and hobbies that she enjoys and that provide a diversion from the stresses that are part of working and living a life. For her, this includes walking, gardening and enjoying her grandchildren, she said.
  • Accepts what she can’t change. “It helps me to remember ‘It is what it is’ and I just need to stay focused and moving forward,” Modrell said. A healthy balance in your life is easier to maintain when you realize you can’t change everything that you think is incorrect or wrong in the system in which you work, she said.
Executive Director Jane Wear (Warsaw, Ind.) said that when her husband was ill and she was away from work for an extended period she had many “a-ha” moments about balancing work-life demands.

“The executive has got to delegate and develop responsible people she can delegate to,” she said. “We had a vice president who I had groomed. His job description required him to become interim CEO due to the absence of the CEO. He definitely kept the day-to-day items going here.”
  • Puts the tech down — and, again, delegates. “Many CEOs I come into contact with are taking calls and e-mails during meetings away from the office,” Wear said. “It is like they are irreplaceable and no one can make decisions in their absence.”
  • She said this can make the organization vulnerable if something happens to the CEO. “If we train others to do the important things, they will be able to handle things in our absence,” Wear said.

  • Has healthy priorities. “When my husband died, my priorities began to change in terms of work/life,” Wear said. “We can work our tails off, but in the end what does that mean if we have not devoted enough time to our spouse, our children or even getting some enjoyment from life? Many executives don’t get that.”
  • Organizes. “For me, the other item that really takes off the stress is keeping a list going,” Wear said. “I sleep better with a to-do list because it makes me less apt to forget something important. This makes me more productive at work.”
  • Plans ahead for vacations. “I don’t ever lose vacation time because of the ‘use it or lose it’ rule,” Wear said. She plans well in advance so she can work her schedule around her vacations.
Finally, a California executive director said she enjoys a little pure escapism by reaching for her go-to stress-relief moves.

“I’m fortunate because I don’t have too much trouble balancing work and home life... and I’m able to leave most of my stress at work when I leave. Having said that, there are times, like recently, when we were hit with one thing after another.”

“I listen to loud music and play video games,” she said. “For me, getting immersed in a virtual world where I can shoot down enemy soldiers and not get hurt is a great release.”

Her final tip: “Sometimes I’ll just go someplace where I can be alone and scream — that’s a great release too.”
Board Dysfunction
7/8/2014 12:00 AM

The dysfunctional board member can kill board teamwork. Here’s how to resolve the problem.

An Iowa executive director is sick and tired of what he calls “a truly obnoxious board member.”

The board member is consistently rude and aggressive toward other board members, staff who are attending meetings and the administrator. The board member also never lets anyone know if he will be attending a meeting or not. “When he does attend, he spends most of the meeting on his phone or iPad,” he said.

The obnoxious board member is a trial lawyer and doesn’t play well with others, and the board chair has had zero success in controlling him, the Iowa executive said.

“Our bylaws allow for board members to be removed for reasonable cause or unexcused absences at three consecutive meetings,” the administrator said. “The board member always misses two in a row and then attends the third meeting.”

“I need my board leadership to step up and handle the situation, but they are intimidated by the board member and what he might do as an attorney,” he said.

The solution to severe board dysfunction lies in a code of conduct or ethics with teeth. If the board has this in place, and supports the code, the full board is in a stronger position to handle its problem. At the end of the day, it’s the board’s job to rein in problem board members, not the executive director.

Sincerely, Jeff Stratton, Editor



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  • Meet the Editor

    Jeff Stratton

    Jeff Stratton has edited Board & Administrator since 1992. As the Board Doctor, he has advised thousands of executive directors and board members on issues like prevention of
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