How to Remove a Problem Nonprofit Board Member

An argumentative board member.
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People often ask about how to handle a problematic board member. The question is a good one, and most boards will likely confront this problem at some time.

In fact, these types of board members turn up much more often than we like and can prove toxic for your organization.

What Are the Signs of a Toxic Board Member?

  • They hog every conversation or refuse to participate
  • They are negative about everything
  • They refuse to help fundraise
  • They attempt to micro-manage the CEO and staff
  • They pick fights, badmouth other board members, or try to start a rebellion
  • They think a nonprofit should be run just like a business
  • They show disrespect to the board chair or the Executive Director
  • They drive other board members to stay away from board meetings or to resign
  • They want to spend too much money, or they are scrooges and don’t want to spend any
  • They don't handle confidential information securely
  • They expect special consideration for their child, brother-in-law, or cousin.
  • They exhibit rude behavior such as using their phone during meetings, showing up late or leaving meetings early. 
  • They think they are the smartest person in the room and show disdain for other people's opinions. 

What Can You Do? 

The cure starts with understanding what a nonprofit board member must do, both legally and ethically. It continues with proper recruitment and training for new board members. Many boards write codes of conduct for board members, which include "showing respect and courteous conduct in all board and committee meetings."

If a toxic person has gotten through, then there must be a concerted effort to either control the wayward board member or remove him or her from the board.

Peri Packroo makes several suggestions for dealing with this problem in her excellent book, Starting & Building a Nonprofit. Here is a summary:

  • The board president should deal with issues quickly. Common problems that board members may display are argumentativeness, bullying, rudeness, talking too much, not coming to meetings, and showing a lack of interest.
  • There is no one-size-fits-all solution to these problems. Sometimes gentle persuasion will get a board member back in line, but with an overly aggressive member, it might take some sharp words and confrontation.
  • If, after a short trial period of confronting the problem, the board member is still misbehaving, take steps to remove him or her. If it is close to an upcoming election, ask the member to resign so you can find a replacement for the election.
  • Your organization's bylaws should include standards of conduct for the board and term limits. Board member duties and expectations regarding attendance, and contributions, financial and workload, should be explicitly stated. If these expectations are in place, it is easier to point out a member's deficiencies and to defend the decision to remove a board member.
  • Your organization's bylaws should also address what type of vote will be required to remove a board member such as a majority, two-thirds, or unanimous; and whether board members can be removed without cause.
  • Your state may have rules for removing a board member. Some states give the nonprofit complete discretion while others set certain standards. Be sure that your policy aligns with state regulations. You can usually find these rules in the corporations' code of your state's statutes.
  • Informal methods of managing board members' behavior include providing a general discussion at a meeting about board expectations and how each member can be more productive. This avoids a confrontation with any single member.
  • You could also organize a board retreat to build morale, fight burnout, and reenergize your board members. Also, you might ask experienced board members to mentor new ones for a few months. Many problems may be avoided if board members can use their guides as a resource and sounding board.

Board Effect recommends working with an attorney when removing a board member to make sure that you do not violate your bylaws or those of the state where you are incorporated.

Ellis Carter, an Arizona nonprofit attorney, suggests that to save trouble all around nonprofits should include in their bylaws the ability for a simple majority of a board to remove a board member.

Your nonprofit deserves to have an inspired board of directors that works smoothly to promote the nonprofit's mission and programs.

Article Sources

  1. National Council of Nonprofits. "Board Roles and Responsibilities." Accessed Feb. 21, 2020.

  2. National Council of Nonprofits. "Finding the right board Members for your Nonprofit." Accessed Feb. 21, 2020. 

  3. National Council of Nonprofits. "Board Orientation." Accessed Feb. 21, 2020. 

  4. National Council of Nonprofits. "Board Roles and Responsibilities." Download "Sample code of Conduct for board members." Accessed Feb. 21, 2020.

  5. Peri H. Pakroo, J.D. "Starting and Building a Nonprofit: A Practical Guide," Page 4/19-20. NOLO, 2005.

  6. Board Effect. "How to Properly Remove a Nonprofit Board Member." Accessed Feb. 21, 2020.

  7. Alliance of Arizona Nonprofits. "15 Steps to Building Better Nonprofit Bylaws." Accessed Feb. 21, 2020.