Not every board member works out. Some stop showing up. Others undermine decisions or create division. A few turn out to be fundamentally misaligned with the mission or incapable of handling the role. And occasionally, someone who was once valuable becomes a liability as the organization evolves.
Most founders know when a board member needs to go. What they don’t know is how to make it happen without triggering a crisis, losing other board members, damaging stakeholder relationships, or ending up in a legal mess.
Removing a board member is one of the most sensitive governance moves you can make. Done poorly, it creates chaos. Done correctly, it strengthens the organization and sends a clear signal that the board exists to serve the mission, not the egos of the people sitting at the table.
Here’s when removal is justified, how to execute it cleanly, and what to avoid so the exit doesn’t become more damaging than the problem you’re solving.
Know the Difference Between Underperformance and Unfitness
Before you move to remove a board member, you need to be clear about why. Not all problems require removal. Some can be solved with clearer expectations, better communication, or role adjustments.
Underperformance looks like missed meetings, lack of engagement, or minimal contribution. It’s frustrating, but it’s often fixable. You can have a direct conversation, reset expectations, or transition them to a less active role.
Unfitness looks like conflicts of interest that weren’t disclosed, conduct that damages the organization’s reputation, refusal to act in the organization’s best interest, or behavior that creates legal or ethical liability. These aren’t performance issues. They’re structural incompatibilities that won’t improve with coaching.
I worked with a founder whose board member had stopped attending meetings and responding to communications for over six months. That was underperformance, and we addressed it through a direct conversation that led to a voluntary exit.
If you’re dealing with underperformance, start with a conversation. If you’re dealing with unfitness, start with an exit plan.
Check Your Governing Documents First
The process for removing a board member depends entirely on what your bylaws, operating agreement, or governance documents say. Some organizations allow board removal by majority vote. Others require a supermajority or even unanimous consent minus the member being removed. Some require cause. Others allow removal without cause.
If your documents are silent on removal procedures, you’re in ambiguous legal territory, and you’ll need counsel to determine your options under the laws of your jurisdiction.
Before you do anything else, pull your governing documents and understand the formal process. Trying to remove someone without following proper procedure can trigger lawsuits, invalidate the removal, or create grounds for a wrongful termination claim if the board member was also an employee.
In one engagement, a founder wanted to remove a board member immediately after discovering misconduct. We reviewed the bylaws and found that removal required a vote at a properly noticed meeting with specific language in the agenda. We followed the process exactly. The removal was completed within two weeks, and no legal challenge followed because we’d done it correctly.
Build Consensus Quietly Before You Act
Removing a board member by surprise vote during a regular meeting is a great way to fracture your board and lose credibility with stakeholders. Even if you have the votes, springing it on people creates resentment and makes other board members wonder if they’re next.
Before you initiate a formal removal process, build consensus among the other board members. Have one-on-one conversations. Explain the situation clearly and factually. Share documentation if there’s misconduct involved. Make sure people understand why removal is necessary and that it’s not being done impulsively.
You don’t need unanimous support, but you do need enough alignment that the removal feels like a collective decision rather than a personal vendetta. If other board members push back and genuinely believe the issue can be resolved another way, listen. You might be missing something.
In one case, a founder wanted to remove a board member who had become combative in meetings. When we talked to other board members, several shared the frustration but felt the real issue was poor meeting facilitation, not the individual. We restructured how meetings were run, and the problem resolved without removal. The founder’s instinct was removal, but the diagnosis was wrong.
Offer a Graceful Exit First
Whenever possible, give the board member an opportunity to resign before you initiate a formal removal process. This protects their reputation, avoids unnecessary conflict, and often leads to a faster, cleaner outcome.
Frame the conversation around mutual recognition that the fit isn’t working. Be direct but not accusatory. “It seems like your priorities have shifted, and this role may no longer be the best use of your time. Would you be open to stepping down voluntarily so we can both move forward?”
Most people will take the exit if it’s offered respectfully and doesn’t force them to admit fault publicly. The ones who refuse are usually the ones who were going to fight removal anyway, so you haven’t lost anything by offering.
I helped a founder navigate an exit conversation with a board member who had been disengaged for over a year. The conversation was straightforward. “We need board members who can commit to quarterly meetings and respond to requests within a reasonable timeframe. It doesn’t seem like that’s feasible for you right now. Would you be willing to step down so we can bring someone on who has more availability?” The board member agreed immediately and thanked the founder for handling it privately.
Document Everything Before, During, and After
If the situation involves misconduct, conflicts of interest, or behavior that could expose the organization to liability, document everything meticulously. Emails, meeting notes, dates, witnesses, financial records. Anything that supports your case if the removal is challenged legally or publicly.
Even if the removal is voluntary, document the exit. Have the board member submit a resignation letter. Acknowledge it in writing. Update your board roster and governance records immediately. Notify relevant stakeholders (donors, regulators, auditors) if required by your governance structure or funding agreements.
Documentation protects you if the story changes later. People who exit gracefully sometimes rewrite history once they’re no longer involved. Having a clear paper trail prevents revisionism.
In one case, a board member agreed to step down but later claimed publicly they’d been forced out due to retaliation for raising concerns. Because we had documented the entire process, including the voluntary resignation letter and follow-up acknowledgment, the organization was able to respond factually and shut down the narrative before it gained traction.
Communicate the Departure Carefully
Once the board member is gone, you need to communicate the change to stakeholders without creating unnecessary drama or speculation. The tone and content of that communication depend on the circumstances of the exit.
For voluntary resignations due to time constraints or role misalignment, a simple announcement works. “We want to thank [Name] for their service on the board. They’ve decided to step down to focus on other commitments, and we’re grateful for their contributions.”
For removals due to misconduct or conflicts of interest, you may need to say more, especially if the issue was public or known to stakeholders. But even then, focus on what the organization is doing to address the issue, not on vilifying the individual. “A board member has been removed following the discovery of an undisclosed conflict of interest. We’ve strengthened our disclosure policies and are moving forward with full transparency.”
Never lie, but don’t overshare. The goal is to reassure stakeholders that the situation was handled appropriately and that governance remains strong.
Avoid These Common Mistakes
There are a few mistakes that turn routine board exits into organizational disasters:
Waiting too long. The longer you let a problematic board member stay, the more damage they do and the harder removal becomes. Act when you recognize the problem, not after it’s metastasized.
Removing without cause when your bylaws require it. If your governing documents require cause for removal, you need to document a legitimate reason. “We just don’t like them” isn’t cause.
Publicizing the removal unnecessarily. If the exit can be quiet, keep it quiet. Public removal battles damage everyone involved and distract from the mission.
Failing to fill the seat strategically. Once someone’s gone, use the opening to bring on a board member who fills a real gap. Don’t rush to fill the seat just to maintain numbers.
Final Thoughts
Removing a board member is uncomfortable, but sometimes it’s the most responsible thing you can do for your organization. The board exists to serve the mission, and when someone can’t or won’t do that, keeping them seated out of politeness or fear does more harm than acting.
If you’re facing a board situation that isn’t working and you’re not sure whether to address it through conversation or removal, the answer usually becomes clear once you map the problem honestly. Underperformance can be coached. Unfitness can’t.
Pholus works with founders and leadership teams to navigate sensitive governance transitions, including board removals, restructuring, and stakeholder communication during leadership changes. If you’re dealing with a board member who needs to go and you’re not sure how to handle it cleanly, let’s talk before the situation escalates.
