Can You Fire a Nonprofit Board of Directors?

Clarifying Board Removal Policies for Nonprofit Organizations

Nonprofit organizations should have formal policies stated clearly in the bylaws for removing poorly performing board directors. When in doubt, the bylaws can clarify whether it’s appropriate to remove a board director. Section 5726 of the PNCL states that unless otherwise stated in the bylaws, a director can only be removed by: A vote of the members for any reason or no reason. Regardless of whether the organization is a profit-making entity or structured as a nonprofit group, it’s the board of directors that sets the group’s broad direction and is responsible for its overall mission and success.

Board of Directors’ Responsibilities and Decision-Making

The board of directors governs the nonprofit and ensures that its actions help fulfill the organization’s mission. To accomplish this, the board will meet at least annually, with all members present. Within a nonprofit, the board will typically consist of at least three officers. In addition, any member of the Board of Directors may be removed for a substantial cause by the majority vote of the Board present at any meeting at which there is a quorum.

Practical Steps for Removing Nonprofit Board Members

How do you remove a nonprofit board of directors? Removing a board member generally falls under one of three general circumstances, and there are important steps to follow with each one. Voluntary removal or resignation, Removal by policy, Removal for misconduct. In the ordinary course of business for any nonprofit, members of the board of directors will come and go. Sometimes a board member leaves voluntarily, and other times the organization takes action to remove a board member. It’s important to handle each situation correctly and according to your organization’s bylaws.

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