In the case of someone filling a vacancy mid-term, the board needs to decide whether or not such replacements finish out the term of the departing director, or will serve a full term. When such a vacancy arises, the typical procedure is for the remaining board members to find a suitable candidate to fill that role, nominate them, and vote them onto the board in a regular or specially-called board meeting. It could even be that a director quits (or dies!) mid-term. Or, maybe the bylaws dictate that a director cannot serve more than 2 terms. But, it could be that a director is ready to move one at the end of one of his/her terms. This can happen over and over, if desired. Assuming there is no limit to the number of terms, a director may be renominated by the other directors to serve an additional 3 years. For example, your bylaws may say board members serve 3 years. Often, a nonprofit’s bylaws dictate term length for board service. There are two primary reasons why a nonprofit may need to add members to its board of directors. Again, these procedures are contingent upon bylaws compatibility, so address that first. In the following sections of this article, we’re going to take a look at specific ideas and best practices around adding and removing members. CAUTION: Your bylaws should also contain provisions for how to make such amendments, so make sure your follow that process accurately, as well. The same holds true if you wish to change the process. In the unlikely event your bylaws do not contain provisions for adding and removing board members, the bylaws need to be amended to include such before any further action is taken.
This means failure to follow your bylaws can give rise to legal challenges by those affected by board decisions. The governance and procedural requirements outlined in your bylaws are legally binding on your board. If yours has such provisions, it is absolutely critical to follow the process as prescribed. Every set of compliant nonprofit bylaws should outline the process for adding and removing members of your board of directors. What Do Your Bylaws Say?īefore doing anything else, take a look at your bylaws.
There are a number of scenarios that can give rise to this need, and understanding how to do it correctly is critical. At some point in the life cycle of any nonprofit, the need will arise to add or remove a board member(s).