How Can I Legally Remove a Board Member?

By Raul Rivera

5 Minute Read
On the surface, Pastor Mark's church seemed to be thriving; they were making a difference in the local community, attendance was steadily growing, as well as the church's finances. But behind the scenes, this pastor was experiencing dissension caused by one of his board members.

Mark was confident in his calling to be the pastor and spiritual leader of his church, but he wasn't sure what to do about this board member.

Should he ask him to step down? What rights does he have as pastor to remove a board member? What should he do if he won't resign?

Today, I want to take some time to share the answers to these questions about properly removing a board member.

Two Ways to Remove a Board Member

Removing a board member is much more complex than adding one. Aside from the board member voluntarily resigning by submitting a resignation letter, asking someone to resign or voting them off is a balancing act between the legal ramifications and the ripples that it can send through your church.

So, if it ever came down to it, how should you remove a board member who is no longer fully supporting you and the ministry?

There are two ways to remove a board member involuntarily. They are as follows:

1.     Diplomatically: This is the method that I always contend for first.

• Have a long and thorough conversation over coffee: Share your heart and try to find out what is at the root of their behavior. In the meantime, affirm their value by mentioning their strengths and the things you appreciate more about them.

This conversation is not confrontational, but rather it is designed to encourage them and try to understand the reason for their behavior by asking questions about their behavior and how you can better serve to help them through it.

• Speak individually to each board member under strict confidence: By now, each board member has an opinion about the disgruntled board member. This is where you must be careful to say as little as possible.

You simply ask them, "How is your relationship with __________?"

Let them talk and then say, "I'm considering asking for his/her resignation," followed by the question, "What do you think about him/her no longer being on the board?"

The chances are that they will confirm what you've been thinking.

• If after the first conversation the pattern re-emerges, then a second conversation is needed. The second conversation comes only after you are convinced that removal is the best and only option. This one confronts their behavior in the gentlest way you know but also asks that he resign.

I had success by asking in the following manner:

"For me, our relationship as friends and brothers in the Lord is more important than the value you add to our board of directors. While I appreciate it, it cannot come at the loss of a good friendship. I would like for you to resign and focus on resolving any issues you have. I have spoken with the rest of the board, and they, too, agree with the request I am making of you."

At this point, move the conversation to a letter of resignation so that instead of getting voted off the board, he resigns.

If he sends a resignation letter, then accept it, and submit it to the board at the next official board meeting. Attach a copy to the minutes and save it in the church's corporate records kit.

2.    By a vote of the board: A vote by the board should only be done as a last resort. In almost every case where a church takes this action to remove a board member against their wishes, the repercussions are always negative. However, if the church follows this course after first attempting diplomatic measures, the results are less impacting the church's congregational life while keeping the legal foundation unmoved. Below are the proper steps to take.

• Call a special meeting of the board: Make sure you follow the procedure prescribed in your bylaws. After having assisted thousands of churches over the years, our consultants find that most church bylaws do not have any provisions for special board meetings.

Other than Scripture, your bylaws are arguably the most important document for your ministry. To bullet-proof your bylaws, please give us a call at 877-494-4655.

• Create an agenda: The special board meeting should be for the sole purpose of taking official action to remove the board member.
• Send proper notice: State law requires that every board member receive proper notice. This is a notice that has to be sent to all board members, informing them of the board meeting. It has to be sent "x" number of days in advance, according to the prescribed requirements of your state. Proper notice should be sent directly to each board member with a copy of the agenda to know the reason for the board meeting.
• The actual board meeting: On the day of the board meeting, make sure that the secretary of the board takes attendance. It is important to document it. Once it is documented that a quorum is present, the pastor/president or chairman should call the meeting to order and discuss the only item on the agenda. After discussion, someone should make a motion to remove XYZ from the board. Someone should second it, and a full vote of the board should be taken. At this time, those in favor of the motion should vote, followed by those opposed. If those in favor are in the majority as prescribed in the bylaws, then it becomes a legally binding act of the board. The state and the courts will sustain the board's actions.

Protect What God's Given You to Lead

While neither one is desirable, the diplomatic approach is always better than the voting approach. You will not always be able to avoid the hard circumstances of ministry, but you can be ready for them. If you need to ensure your ministry is fully protected from unforeseen circumstances - like the need to remove a board member - please give us a call today at 877-494-4655 or click the link below to schedule a call with a specialist. We would be honored to serve you.

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