The Nonprofit FAQ

How do we remove a board member?

Maceo May, Membership Chair, African American Museum Coalition, wrote to nonprofit@rain.org (see http://www.rain.org/mailman/listinfo/nonprofit) on June 16, 2005: Saw your comments on Non-Profit campaigning and elections. I have been trying with no success to find a set of rules governing membership in a non-profit educational and cultural organization. Rules which govern responsibilities of regular members, (not board members), and instances where an organization might expel a member or cancel their membership. Can you help me, or provide a reference? Putnam Barber replied with these notes: The answer to this question will be found in the by-laws of the organization and, perhaps, in the laws of the state where it operates. Most states have laws specifically governing nonprofit corporations and membership associations. Their titles, coverage and provisions vary considerably from state to state. Most permit the formation of member-based nonprofits and allow the incorporators to adopt by-laws that then control the operations of the organization -- including, critically, the procedures for making subsequent changes in the by-laws themselves as well as the process for removing a member. Though these laws usually give great deference to the organization's own standards on these questions, they may also set certain threshold requirements that can supercede anything that might be said in the by-laws. To some extent, the likelihood of challenges to removing a member will be related to the package of costs, rights and privileges that accompany membership. External authorities are more likely to take an interest, and protect the interests of individual members, when membership involves significant payments and carrys with it significant benefits -- like the initiation fees and exclusive access that characterize country clubs. External scrutiny is especially likely if the organization exercises any political (or quasi-governmental) powers, such as policing the covenants in a neighborhood or operating facilities that are open to residents. Conversely, the issues will be seen as much more internal to the organization when membership is largely a mark of fellow-feeling and shared purposes -- a hiking club or study circle. Free Management Library provides guidelines for removing unwanted board members. See http://www.mapnp.org/library/boards/boards.htm#anchor822234 Posted 1/19/00 -- CM; 6/17/95 -- PB