Information: Board of Directors: Board Management

Board Engagement

Model Engagement: Tools for Better Board Measurement
Chamber Executive magazine article by Barbara Thomason, IOM, PCED (Winter 2017)

How can my chamber remove a disruptive member of the board?

Removing a board member can be a fraught process and can have legal implications. It is best practice to have a provision that details how to remove a difficult board member in your bylaws. It is easier to point to an established process when you have a particularly difficult individual who needs to be removed.

Examples of Chamber bylaws that contain specific language about removing board members.

Amended and Restated Bylaws by Dallas Regional Chamber (TX)
City: Dallas, TX
Publication Date: Jan 25, 2016
Removal of board members is addressed in section 3.9. Any Director may be removed as a Director (i) for cause or (ii) after missing four (4) consecutive meetings of the Board of Directors.
Amended Bylaws by Indy Chamber
City: Indianapolis, IN
Publication Date: Apr 1, 2014
Board member removal addressed in section 3.5. Any Elected Director may be removed, with or without cause, by the members whenever the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
Bylaws by Boise Metro Chamber (ID)
City: Boise, ID
Publication Date: Jan 9, 2014
Article V Section 7 addresses board member removal with specific procedure. A member of the Board of Directors who shall fail to comply with the attendance expectations adopted and publicized by the Board from time to time may be removed as a Director by the Board upon the recommendation of the Executive Committee. Any Director may be removed by a two-thirds vote of the Board upon the recommendation of the Executive Committee for conduct unbecoming a Director of the Chamber or prejudicial to the aims or repute of the Chamber.

How to Properly Remove a Nonprofit Board Member
Board Effect article by Nick Price (Dec 11, 2017) - Outlines several effective approaches for removing a board and recommends consultation with an attorney to avoid legal issues.
How to Remove a Nonprofit Board Member
Nonprofit Hub article by Lincoln Arneal (Dec 2, 2015) - Recommends impeachment by board vote only if all else fails.

Board Challenges and Solutions

As with any work group, conflict can arise on a board. Common conflicts include clashing personalities, a lack of accountability or attendance, or conflicts of interests related to board members’ outside affiliations. Code of conduct or code of ethics policies can clarify expectations and standards of conduct in chamber affairs.

Fiduciary duty is one of the central responsibilities of the Board of Directors. A board member is entrusted with the chamber’s resources to be used for a specific and intended purpose. These resources must be used in the best interest of the organization. The board member must not put herself in a situation in which a conflict of interest could arise. If one does arise, it is the board member’s duty to act in the best interest of the chamber above any other interest, including her own.

Code of Ethics by Montgomery Ohio Chamber of Commerce
City: Montgomery, OH
Sets forth guidelines to ensure that Chamber employees, directors, and all related parties maintain the highest ethical standards in the conduct of Chamber affairs. The Code is intended to serve as a basis for ethical decision-making in the conduct of professional work. Secondarily, it may serve as a basis for judging the merit of a formal complaint pertaining to a violation of the professional ethical standards.
Code of Conduct for Board of Directors and Staff by Newport Beach Chamber of Commerce
City: Newport Beach, CA
Outlines duties and responsibilities of members of the Board of Directors and staff.

Moving From Dissonance to Harmony: Managing Conflict on the Board
BoardSource blog post by Jill Sarah Moscowitz (Oct 14, 2016) - Addressing conflict wisely can present an opportunity for organizational growth and point to systems that are broken and in need of fixing.