Dear NPLI Management Solutions,

We are having problems with our 12-member Board of Directors.  The problems are actually with two members in particular.  Can we fire them and replace them with less troublesome members?

RESPONSE:  Typically, board members are not employees of the organization; therefore the concept of firing them would not apply.  Board members are usually appointed to serve in a voluntary capacity for a specified period of time.  In these instances, a member may be removed; dismissed; asked/requested to step down; or allowed to serve out the remainder of their term without the possibility of re-appointment.

SUGGESTIONS

•  Follow the Bylaws.  All matters concerning the role, responsibilities, and service of Board members should be clearly defined in the bylaws.  Details of how members are appointed and removed should be included, as well as, the procedures for proposing the action to remove a member, the number of votes required for the action to be accepted, and under what circumstances.

•   In rare circumstances, some or all members of the Board of Directors may be considered employees of the organization.  In these cases, the organization must adhere to its human resource policies, as well as any/all state and federal labor laws.

•   If some or all members of the Board of Directors entered into a formal contract as a part of their service to the organization, then the organization must adhere to the terms of the contract, which should detail how and when either party can terminate the contact.