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How to Legally Remove a Board Member

By Raul Rivera

Removing a board member is much more difficult 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.  Experience tells us that a board member that is removed involuntarily never leaves quietly.  This is officially classified as a disgruntled board member.  It is always painful and uncomfortable because it is disunity caused by one who was at one time a close confidant and good friend.  King David wrote about this in Psalm 55.  His heart was in anguish . . . if it was his enemy that was insulting him, he could endure it.  But, when his troubles came from a companion, a close friend with whom he once enjoyed sweet fellowship at the house of God, it was more than he could handle. 

How you handle the actions of a disgruntled board member will affect two areas of your church.  They are numbered below.

  1. The congregational life 
  2. The legal foundation 

Congregational life and the legal foundation

If the disgruntled board member makes noise that only affects the congregational life of the church, the legal foundation is usually OK and the pastor can focus on dealing with the problem.  However, if the disgruntled board member attacks the legal foundation, the congregational life of the church is guaranteed to be negatively affected as well.  If we make sure that the legal foundation is solid enough to withstand such attacks, then we only have to focus on keeping the congregational life of the church healthy.  A church in Washington was sued by a board member who was removed by a vote of the board.  However, the church had some obvious weaknesses in their legal foundation.  The result in court was that the pastor and the entire board were removed by the court (Kidisti Sellassie Orthodox Tewehado Eritrean Church v. Medlin).

Two ways to do it

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.  Below is an example. 

  • Have a long and thorough conversation over coffee:  Share your heart and try to find out what is at the root of his/her behavior.  In the meantime, speak value to him/her by mentioning their strengths and the things you appreciate more about him/her.  This conversation is not confrontational, but rather it is designed to encourage him/her and for you to try to understand the reason for their behavior by asking questions about their behavior and how you can better serve to help him/her 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 XYZ?"  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?"  Chances are that they will confirm your wishes.

  • 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 his/her behavior in the gentlest way you know, but also asks that he/she 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, are in agreement 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/she resigns.

  • If he/she 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.

  • If the board member refuses your counsel, follow the steps of the method below.

2.    By vote of the board:  A vote by the board should only be done as a matter of last resort.  In almost every case where a church takes this action to remove a board member against his/her wishes, the repercussions are always negative.  However, if the church follows this course after first attempting diplomatic measures, the results are less impacting on the congregational life of the church 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.
  • Create an agenda:  The special board meeting should be for the sole purpose of taking official action to remove the board member.  We teach pastors and leaders how to create agendas at all of our conferences
  • 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 so that they 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.

Get proper training

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.  Take time now and make sure you and your board secretary and treasurer get the proper training by attending our Ultimate Church Structure Conference .  It will pay off.


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