4 Things to Consider Before Removing a Board Member

July 3, 2018 Associa Online

It may come as a surprise to you, but occasionally a board member needs to be removed from the board.

In some cases, a conflict of interest or unethical behavior may be grounds to remove an individual from the board. In other cases, the behavior of a board member may become so obstructive that the board is prevented from functioning effectively.

Arguing for an unpopular viewpoint is not grounds for board dismissal--in fact, strongly felt disagreement and passionate arguments are often elements of the most effective board (and genuine debate). But if a board member consistently and inappropriately disrupts meetings or prevents the association from working well, removal may be appropriate.

The following are a few facts that should be considered:

  1. Personal intervention
  2. Leave of absence
  3. Term limits
  4. Impeachment
  1.  Personal Intervention
    One-on-one intervention by the board president or other board leadership is a less formal solution to managing problem board members. If a board member has failed to attend two meetings in a row, or has become an impediment to the board’s work, the board president can meet informally with the board member in question. Your Association bylaws outline in what specific cases a board member can be removed and why. In person or via telephone, the board president can request a resignation. Communicating the request by email or U. S. mail stretches the boundaries of political and personal correctness.
  2.  Absences
    Read your association’s bylaws to determine if language similar to the following exists:
    Any elected Officer or Director who shall have been absent from two (2) consecutive regular meetings of the board, 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 in the bylaws. However, the board shall consider each absence of an elected Officer or Director as separate circumstances and may expressly waive such absence by a two-thirds (2/3) vote of the members present at that meeting. If a similar provision is contained in your association’s documents, then your board already has the authority to remove a board member for excessive absences.

Leave of Absences
Most bylaws do not contain this language, but it may be added to the bylaws by amendment after review by legal counsel.

Make it possible for individuals to take a leave of absence from the board if they have health, work or other reasons why they cannot participate fully during the current term. A board member can maintain formal membership (but not, for example, be included for purposes of determining a quorum) if he or she is on “disability leave” or “taking a six (6) months leave.” Suggesting a leave of absence to a board member who is, for example, failing to do tasks he or she agreed to do, offers a gracious exit and allows the board to assign tasks elsewhere

  1. Term Limits
    There may be a provision in your association’s bylaws that limit the terms a person can sit on the board. An example of such a provision would be: “Term of office: each elected officer shall take office July 1st and shall serve for a term of one (1) year or until his/her successors are duly elected and installed. Each elected officer shall serve concurrently as a member of the board.”
  2.  Impeachment
    Association bylaws typically contain a provision that describes a process by which a board member can be removed by a vote of the membership or of only the board members. If necessary, for example, in some association bylaws, a board member can be removed by a two-thirds (2/3) vote of the board at a regularly scheduled board meeting. However, your documents may require a meeting of the membership to remove the board member. Be sure to check the removal requirements closely. If the Board of Directors or the homeowners determine that a board member must be removed from the board because of inappropriate behavior and/or actions, be sure to strictly adhere to the steps detailed in the bylaws. And remember that the board member is a neighbor, and address the removal on a businesslike and objective level. Don’t let the discussions turn personal, which may result in community-wide contention and conflict.

 

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