Adding and removing board members is a natural function for nonprofits. There are a number of scenarios that can give rise to this need, and understanding how to do it correctly is critical. Your bylaws should outline the process for adding and removing members of your board of directors. If yours has such provisions, follow the process exactly as prescribed. The requirements outlined in your bylaws are legally binding, and failure to follow these can result in serious legal challenges. Are you equipped with nonprofits insurance in the event of a claim or a lawsuit?
Adding Board Members
A nonprofit’s bylaws commonly dictate term length for board service. For example, your bylaws may say board members serve 3 years. Assuming there is no limit to the number of terms, a director may be renominated by the other directors to serve an additional 3 years.
Sometimes a director is ready to move on at the end of one of their terms. Or, maybe the bylaws dictate that a director cannot serve more than 2 terms. What if a director quits or is no longer able to continue mid-term. When a vacancy arises, typically the remaining board members find a candidate to fill that role, nominate, and vote them onto the board in a board meeting. In midterm replacement, the board must determine if the replacement will finish out the term of the departing director, or will serve a full term. The board must be consistent in how it handles such situations.
Expanding your board? The process is similar to a vacancy. For instance, it may be established that the number of directors stays between 3-7. If there are currently 4 members, they may add 3 additional directors to join them. As long as the upper limit prescribed in the bylaws is not exceeded, the existing board may nominate and approve new members.
Removing Board Members
Removing a member of your board of directors isn’t a fun task. It can even impact relationships permanently, so it is a move to take very seriously. Typically, seeking a resignation is best but sometimes that doesn’t happen and removal is necessary.
The bylaws provisions for removing a director should necessarily be stringent. A typical best-practice provision requires the unanimous consent of the other board members. It should be difficult to do, in efforts to prevent arbitrary or selective action against members who may simply see things from a different perspective. This should be handled in the utmost professional and mature manner. But, when a situation rises to the level that action must be taken, the typical procedure is to bring up the matter as an agenda item in a meeting, discuss the situation, put a motion up for vote to remove the individual, and follow through with an up or down vote.
You must consider relationships when dealing with additions and removals: blood, marriage, and outside business relationships between board members. This is primarily a concern for public nonprofits. Adding and removing board members can disrupt the numeric balance when related board members are involved. Nonprofits should have a board of unrelated members and secure nonprofit insurance is needed for adequate protection.
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