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4 Things to Consider Before Removing a Board Member

Author Associa Online

Two female board members examining phone and worksheets.

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.  Read on for some of the most important things to consider before exploring how to remove a board member.

4 Things To Consider Before Removing a Board Member

Removing a board member shouldn't be something done swiftly. The other members of the board should always treat removal as a last resort and carefully consider the necessity of the action. Take the following into account, along with the actions of the board member you are considering removing. 

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's 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.

Related: Tips for Boosting HOA Board Morale

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 reasons such as the following that could prevent them from participating fully during the current term:

  • Injury
  • Illness
  • Work
  • Family

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.

Board members sitting and listening to a colleague in a meeting.

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.”

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, in some cases, like in Texas, voting requirements may look different. Be sure to check your own state's 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. 
  • Remember that the board member is a neighbor that will likely remain in the community.
  • Address the removal on a businesslike and objective level. Don’t let the discussions turn personal.
  • Avoid community-wide contention and conflict. Push against gossip and bad-mouthing.

Related:  6 Conflict Resolution Best Practices for HOA Board Members

Removing a Board Member and Governing Documents

The authority and rules on how to remove a board member can change depending on your state’s laws and the association’s governing documents. Check those documents and guidance like Robert's Rules of Order for more information. Legally binding documents, the governing documents promote harmony, offer guidance, and maintain consistency. However, a community’s goals and priorities will change over time, and it’s essential to ensure the governing documents reflect the evolving needs of the community and remain legally compliant. Read about "How to Change Official HOA Governing Documents" to learn more.