How to Remove a President From Office in a Non-Profit Organization

By Elizabeth Rayne

If the president of your nonprofit organization is ineffective or unwilling to provide dependable leadership, removing that individual from office may be in the best interests of the organization. Removing the president of a nonprofit is no different than removing any other officer or board member. In most cases, the procedure will be spelled out in the organization's bylaws and in the laws of the state where the nonprofit is organized.

Step 1

Review the articles of incorporation. Depending on where your nonprofit is registered, some states allow incorporators to specify provisions in the articles on how and when an officer may be removed. For example, the articles might state that the president may only be removed "for cause."

Step 2

Read the bylaws. Often, a nonprofit organization's bylaws specify how an officer may be removed. A certain number of votes by the directors may be required, or the bylaws may set term limits for all officers. The process may or may not be different when the officer in question is the president.

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Step 3

Review the board minutes to determine how the president was appointed to the position initially. Different steps may be necessary, depending on whether the individual was voted in by the board or appointed by another officer.

Step 4

Meet with the board members and the president. Explain why you believe the president should be removed. The president may choose to resign voluntarily if he's aware that the board is considering removal. Unless the officer resigns or a specific procedure is set forth in the bylaws, it will be up to the board to remove the president.

Step 5

Vote to remove the president. If the president was voted in by the board, it will be up to the board to vote the officer out. Unless otherwise specified in the bylaws, you will need at least a majority vote to remove the president.

Step 6

Record the decision. The board secretary will be responsible for making a record of the decision, including how many members voted in favor of removal.

Step 7

Vote to appoint a new president. In many states, nonprofit boards are legally required to have a president. The board must decide upon a new person to assume the position once the current president is removed.

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How to Remove a Board Member From a North Carolina Non-Profit
 

References

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California Non-Profit Bylaws

A California nonprofit's bylaws put the internal governing rules of the agency in writing. State law requires that nonprofits make and maintain a set of bylaws, and the regulations give agencies guidance on what the bylaws should cover. The bylaws must cover various management issues, including hiring requirements, and state the nonprofit's purpose. Nonprofits can set alternative bylaws as long as the provisions don't violate state laws.

How to Draft a Nonprofit Corporation Resolution

A nonprofit's board of directors is made up of members who are responsible for the organization's decisions. The nonprofit board represents the public's interests, comparable to the way in which the board of a for-profit corporation represents the stockholders. When the board votes on an action, such as approval or adoption of a change to the existing rules or bylaws, it may issue a resolution. The resolution usually states the action the board is taking and the reasons for that action. Resolutions bring attention to the board's decisions and may be used for publicity reasons or to indicate that the board is complying with the nonprofit's mission.

How to Remove an Officer From Articles of Incorporation

A corporation is organized under state law by filing articles of incorporation that specifically conform to the state's statutes. Most states make listing members of the board of directors in the articles optional or require only a listing of initial directors but not updates when the composition of the board changes. If a corporation chooses to list board members and wants the information to be current, it can change the names by amending the articles of incorporation.

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