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Dealing with Difficult Board Members in a Nonprofit: Conflict Resolution and Removal for Cause

Dealing With Difficult Board Members in a Nonprofit: Conflict Resolution and Removal for Cause

Nonprofit organizations thrive on the dedication and commitment of their board members. However, as much as we hope for a gloriously harmonious experience, conflicts may arise, and difficult board members can present challenges. In this article, we will discuss how to deal with difficult board members, conflict resolution strategies, and the process of removing a board member for cause. At the end, we even provided some sample language that can be included in a nonprofit’s bylaws to facilitate the removal process.

We sincerely hope you never have to use it!

Identifying Difficult Board Members

Before we get too far into this idea of difficult board members, I want to clarity something really important.  Someone is not being “difficult” simply because they disagree with you.  I’ve sat on boards with people who certainly made things challenging, but often that is a good thing.  Harmony is great, but homogeny often is not.  You want smart people who can see things you miss, and may push strongly to bring a different paradigm to light.

No, by difficult, I’m talking about someone who just makes everything harder than it has to be.  Often they disagree just to be disagreeable.  It can even take the form of nefarious intent.  The first step in dealing with a difficult board member is recognizing the problematic behaviors.  Here are some tell-tale signs that you’re dealing with difficult, instead of positively challenging:

Conflict Resolution

So let’s assume you have identified the reality that you have a rogue board member on your hands.  What do you do?  Well, before moving towards removing a board member, it is essential to try and resolve conflicts through open communication and attempting to understand where this problem is coming from. Here are some conflict resolution strategies that can be employed:

  1. Address the Issue Privately – Sometimes, a simple private conversation with the difficult board member can resolve the issue. Approach them calmly and express your concerns, and try to understand their perspective.
  2. Mediation – If a private conversation doesn’t resolve the issue, consider engaging a neutral third party to mediate the conflict. A skilled mediator can help facilitate open dialogue and guide the parties towards a mutually agreeable solution.
  3. Training and Education – In some cases, a board member may not be aware of their disruptive behavior or may lack the necessary skills for their role. Providing training and educational opportunities can help improve their performance and mitigate conflicts.

It’s crucial to start here.  I’ve seen firsthand, both on the boards I’ve personally served on, as well as with thousands of clients we have served over the years, most such conflict can be resolved without having to remove a board member.

But unfortunately, that’s not always true.  Sometimes it’s the only solution.

Removing a Board Member for Cause

If conflict resolution strategies have been exhausted and the board member continues to be problematic, your hand may just be forced.  It may be necessary to remove them for cause. Here are the steps to follow:

  1. Review Bylaws and State Law – Before proceeding with removal, ensure that your organization’s bylaws and applicable state laws provide clear guidelines for removing board members for cause.  If your bylaws do not have such provisions, it is highly recommended to add them to avoid legal complications.
  2. Document the Issue – Keep a detailed record of the difficult board member’s problematic behavior and any attempts made to address and resolve the issue. Documentation will be crucial in making a case for removal and defending the decision if legally challenged.
  3. Follow Due Process – Ensure that the removal process follows the procedures outlined in your organization’s bylaws and applicable state laws. This may include providing written notice to the board member, allowing them an opportunity to respond, and calling a special meeting to discuss and vote on the removal.
  4. Seek Legal Advice – Removing a board member can be a legally complex process. It is highly recommended to consult with an attorney experienced in nonprofit law to ensure that the removal is done correctly and in compliance with all applicable laws and regulations.

I cannot stress too greatly how important it is to follow each of the above steps.  Don’t take shortcuts!  This is a last-resort type action, and doing it right matters greatly.  It may even save you some legal headaches.

Sample Bylaw Language for Board Member Removal

We promised at the beginning of the article that we would give you some sample language for your bylaws that can help in these situations.  If you have any questions about such, run it by your attorney for their opinion.

Here’s a great clause that outlines a procedure for removing a board member for cause:

“Any director or officer may be removed from office by the affirmative vote of two-thirds (2/3) of the directors then in office at any regular or special meeting of the Board, provided that written notice of the proposed removal has been given to all directors at least ten (10) days prior to the meeting.  “Cause” for removal shall include, but not be limited to, a director’s failure to attend three (3) consecutive regular meetings without a valid excuse, engaging in conduct that is detrimental to the organization, or violating the organization’s policies or bylaws.  The director in question shall be given an opportunity to address the Board before a vote it taken on their removal.”

Preventing Future Issues with Board Members

Often, it is a lot easier to prevent these problems than having to deal with them once they rear their heads.  To minimize the likelihood of future conflicts and problematic board members, consider implementing the following measures:

  1. Set Clear Expectations – Establish clear expectations for board members, including their roles, responsibilities, and expected behavior.  This can be achieved through written policies, job descriptions, and board orientation materials.
  2. Conduct Regular Board Evaluations – Conduct regular evaluations of board performance, including individual self-assessments and peer reviews. These evaluations can help identify areas for improvement and encourage open dialogue about board dynamics and effectiveness.
  3. Use Board Training and Development – Invest in board training and development programs to ensure all members have the necessary skills, knowledge, and understanding of their roles. This can include workshops, seminars, or online resources tailored to nonprofit board governance.
  4. Refine Your Recruitment and Selection Process – Be diligent in the recruitment and selection process for new board members. Seek candidates with a passion for the organization’s mission, strong interpersonal skills, and a track record of effective board service.
Conclusion

Dealing with difficult board members in a nonprofit can be challenging but if the situation arises, you must know how to deal with it to maintain a productive environment. By addressing conflicts through open communication and conflict resolution strategies, many issues can be resolved without resorting to removal. However, when removal becomes necessary, ensure that your organization’s bylaws and state laws are followed, and consult with legal counsel to minimize potential legal risks.

Incorporating preventive measures such as clear expectations, regular board evaluations, and a diligent recruitment process can help minimize future issues and promote a more effective and cohesive board. By fostering a culture of open dialogue, continuous improvement, and commitment to the organization’s mission, your nonprofit can thrive and make a meaningful impact in the community.

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Greg McRay is the founder and CEO of The Foundation Group. He is registered with the IRS as an Enrolled Agent and specializes in 501(c)(3) and other tax exemption issues.

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