Requesting a Nonprofit Board Member to Resign

By Terry Masters

Asking a nonprofit board member to resign can be an awkward task, especially if the director has been involved with your organization for a long time. Ideally, the board can base its request on rules that are in your nonprofit's bylaws, prompting the director to withdraw voluntarily without the need for official board action. Directors are typically your nonprofit's most valuable volunteers, so it's often best to end the relationship on a positive note.

Nonprofit Bylaws Control the Board

Your nonprofit's board of directors has a legal duty to operate in accordance with the organization's bylaws. The bylaws should detail the composition of the board, how long each director can hold the position, the board's role and responsibilities, as well as the way to remove a director with or without cause. Typically, state laws governing nonprofits allow the board to remove any director from the position with a majority vote in favor of the action, so the board has this option if the bylaws don't explicitly address removing a director.

Resignation for Technical Reasons

It's generally easiest to request the resignation of a board member when the action is based on a technical reason that is supported by your organization's bylaws. For example, the bylaws might state that a director can only serve for two years or require a director to resign if a conflict of interest arises that can't be resolved. If the reason for the resignation request is technical, simply raise the issue with the director. Most board members know that the bylaws control the board's composition and are likely to resign voluntarily upon realizing that the bylaws require such action.

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Resignation without Cause

When the reason for requesting the resignation of a board member is based on relational matters, such as an inability to work effectively with the other board members, the situation can become awkward. A nonprofit needs a functioning board with members who can work together to further its mission. The board has the authority to vote a director out of his position, unless the bylaws prohibit such action. Typically, it's the responsibility of the board president to negotiate the resignation of a director who the board feels is not contributing to a productive environment by using the possibility of official board action to remove the director if he won't resign voluntarily.

Resignation for Cause

Bylaws typically list a range of actions that give the board the right to remove a director for cause such as missing required meetings or mishandling money. While the board can vote the director out, it's often better to allow the director to resign with dignity. Because your nonprofit likely depends on the goodwill of the public for financial and programmatic support, a disgruntled past director, even one who was at fault, can be a public relations nightmare and call the quality of your organization's leadership into question.

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Does a Nonprofit Board Have to Approve Contracts or Can the Executive Director Do That?

A nonprofit's board of directors is legally responsible for financial oversight of the organization. By adopting bylaws that set organizational controls and hiring a competent executive director to manage the nonprofit's day-to-day affairs, the board ensures that the organization can further its mission without needing its daily input. While the board of your organization can delegate authority to handle ordinary business matters, certain types of contracts may still require board approval.

California Law Regarding Nonprofit Board of Directors

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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.

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