Removing Underperforming Board Members
An organization that is highly effective long-term has a smart and healthy board. This requires that appropriate people are sitting on the board. One bad apple can spoil the whole bushel. If you are serving your organization well, you won’t let one bad board member cripple your progress.
Too many organizations rely on term limits to oust an under-contributor. At a recent hospital governance conference, Jamie Orlikoff mentioned that he had heard some board members say of a peer, “we only have to put up with him for another six years”. Ouch! How painful for the board members, the CEO, and the organization! There are other avenues.
Board member evaluations are a major part of the solution. When organizations have written board member expectations or job descriptions it is possible to provide feedback to each board member on what she is doing well or where he could improve. The board chair or board governance committee is often assigned the task of ensuring board member evaluations happen. The intent is that board members will be appreciated and encouraged in their areas of contribution and will receive training and coaching in the areas of concern so that they can become great contributors. However, if an underperforming board member has no interest in or no potential for performing well in the board role, it is time to encourage – and eventually insist – that she not continue as a board member. As Jim Brown, one of my Strive! colleagues says, “terming out is copping out”. Leaders need to take tough actions.
Some constitutions or by-laws have a clause that gives a process for removing under-contributing board members. If your organization has such a clause and you have board members that are not pulling their weight, please exercise the powers your governing documents give you. As trustees for the owners or members of the organization it is your board’s responsibility to follow the will of those owners or members. If you have had such weak links on your board but you do not have permission to remove a board member mid-term, consider presenting a new by-law at your next annual meeting.
Often things aren’t bad enough for you to remove a board member mid-term, but you know willing people who would serve the organization much better than current board members. Then the nominating committee needs to invite better equipped people to sit on the board and explain to the incumbents why they aren’t being invited for another term. When the nominating committee presents a slate of officers for adoption at the annual meeting this practice addresses the issue. It does require members of the nominating committee to face difficult issues head-on, but that is the role they are accepting by sitting on the nominating committee. If your nominating committee mandate needs to be upgraded to indicate that the group’s job is to ensure a highly competent board rather than just finding warm bodies to sit in all the seats, then do so.
I know, you serve on a board whose members are elected by the owners or the membership, so you assume that removing a board member prior to term limits isn’t really doable. Perhaps your nominations and elections process could be revamped. Do the people voting for board members understand the expectations of board members? If not, provide them with an explicit board member job description so they know what experience and skills are needed to be a great board member in your organization. Ask the owners or members to approve by-law amendments requiring all board member nominations to be made in writing a month before the election, the nominations committee to interview all candidates to consider their potential for fulfilling the expectations and only putting qualified individuals on the ballot, and an information sheet to precede or accompany the ballot that states each candidates’ background and skills on specific relevant items. If an incumbent’s track record doesn’t meet minimum standards then his name doesn’t appear on the ballot. If an incumbent’s name is on the ballot along with other strong candidates, the incumbent won’t be elected due to lack of voter awareness. Board members can encourage potential board members to run, nominate competent individuals, and educate the voters on the requirements of the job. Board members have served the organization by facilitating informed decision-making by these dedicated owners or members, and the selection of board members is still up to the voters.
Yes, the board’s role in serving the interests of the owners and the purpose of the organization is a tough one. Having the right people around the boardroom table will make the hard work more rewarding for all involved.
