Is it appropriate for the board of directors to get rid of the president without coming to the members first? We held an annual general meeting to dissolve that board, and as a result the bank will not recognize the new signing authorities those board members tried to put in place. We are seeking a court order to reinstate the president. A qualified member has offered to mediate a meeting between the board and the members.

Please note that I had to ask CharityVillage to clarify the question with the person who had written in. Some organizations use “president” to mean the senior elected officer – more often called the chair – and some use president to mean the senior staff officer. I always suggest they use executive director, general manager or chief executive officer for the senior staff officer, to avoid this confusion. It gets worse for bilingual organizations, as chair translates to president in French! My answer would have differed somewhat if the situation had involved the staff level, but this situation relates to the senior elected official.

Usually it is appropriate for the board to act unilaterally on an officer that is not carrying out his or her duties or carrying them out in a way that harms the mission. The board is elected to govern and that is part of governing. A few nonprofit bylaws require that officers be elected by the general membership, however, and then the board should not be overriding the will of the members. It may have to make interim appointments if someone leaves, but that is not the same as pushing someone out. Boards should always re-read their bylaws before taking unusual action.

But in most cases, the board elects the officers, and should be evaluating their work and holding them accountable. It can replace them if they are not doing a satisfactory job.

Note that replacing someone in an officer role does not mean removing them from the board. Those are two separate actions, and the bylaws should deal with them quite separately. The general principle remains – only whatever body elected them can remove them from each role. It is usually not legal for a board member to be involuntarily removed from a board because of performance without membership involvement. They can vacate their position if they cease to be eligible for board service by reasons such as undischarged bankruptcy, moving away – if the bylaws set out a residency requirement, or being found legally incompetent to manage their own affairs.

In this case, the person appears to have lost only their officer role, not their place on the board. The board’s authority to remove a director from an officer role does not make it ethical for them to take such extreme actions for the wrong reasons. The decision should be made in relation to how well the individual was leading in support of the mission. Were they approving wise use of resources? Achieving improvements in the community? Helping to make a better world? Chairing effective board meetings? Recruiting well and using the skills of the board members appropriately? Had they established an effective working relationship with senior staff? If so, then the organization should have tried to resolve whatever personality clash or power struggle led to the forced exit.

As well, the board’s authority to act does not mean they cannot share power. In leading edge governance thinking, the board should be taking more decisions to the community, and not just for “input” that they ignore. They need to genuinely listen and consult. They should extend the vote on selected items to members or other community stakeholders even when the bylaws give the power to the board. Extending it on this sort of situation is mostly untested.

At the very minimum, an ethical board will communicate not only its decisions but also the reasons for its decisions to its community. The departure of a senior person can be very unsettling for clients, donors and volunteers, and especially to grantmakers, who were relying on that person to ensure accountability. Partner agencies, other members of coalitions and umbrella groups, and other organizations in the community may be quite worried about the organization’s stability and continued readiness to serve. Supporters of the president may also leave.

I do not have information on why the president was pushed out, or what the board communicated, so I cannot make comments specific to this case.

If your group and the former president resume control, remember that your ethics will in part be judged on how you treat the board members that then leave. Their past contributions should be honoured, and the departure eased with humane treatment. They likely gave many hours to the organization, and meant well even if you think their decisions were misguided. Some may have voted against the removal of the president, or have voted based on false information.

Make sure you also communicate widely the reasons for actions taken, and how those actions will ensure a sustainable organization that members should remain with, and supporters continue to support.

With regard to the upcoming meeting, I suspect the term “mediator” is being used loosely. A mediator would normally be appointed through the court with approval of both parties, and I have never heard of a court appointing someone who belongs to one of the parties. But a qualified mediator may make an excellent facilitator, if they can remain neutral and focus on process. I hope the bylaws are being followed in relation to a special meeting of members. Best of luck.

Since 1992, Jane Garthson has dedicated her consulting and training business to creating better futures for our communities and organizations through values-based leadership. She is a respected international voice on governance, strategic thinking and ethics. Jane can be reached at jane@garthsonleadership.ca.

To submit a dilemma for a future column, or to comment on a previous one, please contact editor@charityvillage.com. For paid professional advice about an urgent or complex situation, contact Jane directly.

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