When It’s Time to Say Farewell

By Ellen Chaffee June 22, 2020 February 5th, 2021 Blog Post
Blog Post

Trustees may decline reappointment or even resign midterm if they are often unable to attend, have demanding new priorities in life, are at odds with board decisions, or in declining health. Occasionally, a trustee is simply unable or unwilling to comply with the board’s expectations. If chronic absentees or disrupters do not leave the board on their own, good governance becomes increasingly difficult. After reasonable efforts to remedy the situation, the board may consider removing them from office. Removal is disruptive, so careful consideration of the person and the process is imperative. Leadership at this time belongs to the board chair in consultation with the governance chair and others as they deem appropriate.

Step 1: Assess the situation

Are the reasons for removal well understood and legitimate? A foundation of clear expectations is essential. Has the board done everything reasonably within its power to improve the situation? Are the perceived negative effects of retaining the member serious enough to compel intervention? Do the negative effects of retaining the member outweigh the negative effects of his or her departure? Does a majority of the board agree? If the assessment does not conclusively lead to a separation decision, consider additional measures to ameliorate the situation.

Step 2: Assess the options and develop a plan

  • Following the board’s bylaws regarding member removal is nonnegotiable, and the board may benefit from legal counsel to properly apply the requirements to the situation. If the bylaws are silent on removal, be sure to remedy that later.
  • Determine whether the individual’s term renewal date is an appropriate separation date. The simplest, least disruptive solution is when conversations with the individual can produce a voluntary nonrenewal in time to meet the board’s needs.
  • If not, consider a progressive sequence of actions, including respectful, direct discussion with the individual so he or she understands what must change to meet board expectations. Would a leave of absence work in this case? Depending on the situation, conversation may result in a trial remedial period or a voluntary resignation. If the trial period is unsuccessful, give the individual a graceful opportunity to resign and then, if necessary, a firm request to resign rather than be removed.
  • If removal by board action becomes necessary, engage legal counsel to advise the board on the process, which may include steps such as placing it on the meeting agenda, notifying the individual, or providing an opportunity to be heard before the vote.

Step 3: Fine-tune the plan

  • The ultimate goal is the best interest of the institution, which includes the best interests of the board and the trustee in question—in that order. Be respectful, professional, kind, clear, and concrete. Give the individual the benefit of the doubt (even if it’s difficult)—he or she may have been uninformed, did not understand, meant well, thought that resigning would harm themselves or the board, or had understandable though perhaps misguided reasons.
  • Customize the timing and choice of person to interact with the trustee (probably the board or governance chair, but for early conversations perhaps someone else), and design an approach that could lead to voluntary compliance and better days for the trustee as well as the board. If the individual is better suited to a different way to support the university, such as emeritus trustee status, consider offering that. Consider a soft heads-up or early post-severance conversation for anyone close to the individual who could help with the transition or who would be upset to hear about it in other ways.

Step 4: Debrief with the governance and executive committees

  • Take steps to prevent a recurrence. Consider the need to improve the bylaws, recruitment processes, written trustee expectations and code of conduct, orientation, and early intervention processes.

Clearly, the best way to deal with difficult board members is through prevention and early intervention. Expectations for trustees and a code of conduct must be clear, written, and address all the board’s top priority values. Trustee prospects must be fully informed and agree to abide by them. All trustees need reminders and guidance by friendly side conversations, self-assessment exercises, or agenda time and retreats for governance education. The board is responsible for two organizations: the institution it governs and the board itself. Investing in better governance produces a stronger partnership with the president and higher value to the institution.

Ellen Chaffee, PhD, is a senior consultant and senior fellow of AGB Consulting.

Related Resource

“When Governance Goes Awry: What are the Takeaways?”
Trusteeship, September/October 2012

Opinions expressed in AGB blogs are those of the authors and not necessarily those of the institutions that employ them or of AGB.