Formally requesting to remove a board member requires a carefully drafted letter. Whether you need a sample board member dismissal letter for cause or a respectful letter to remove a board member who is no longer a good fit, the approach must be professional and legally sound.
These templates provide clear examples for various scenarios, including removing a board member without consent when necessary, ensuring you follow proper governance procedures.
Sample Letter to Remove Board Member
[Your Name/Board Chair’s Name]
[Organization’s Name]
[Organization’s Address]
[City, State, Zip Code]
[Date]
[Board Member’s Full Name]
[Board Member’s Address]
[City, State, Zip Code]
Subject: Formal Notification Regarding Your Position on the Board of Directors
Dear [Board Member’s Name],
This letter serves as a formal notification regarding your position on the Board of Directors for [Organization’s Name]. The purpose of this letter is to inform you of a resolution to be presented at our next board meeting on [Date of Meeting] to vote on your removal from the board.
This decision has been reached after careful consideration and is based on [Specify the reason(s) clearly and objectively, e.g., “your non-attendance at the last three consecutive board meetings in violation of Article II, Section 3 of our bylaws,” or “actions deemed to be a conflict of interest concerning the XYZ project.”]
We are required to take this step to uphold the integrity and effective governance of our organization. You will have an opportunity to address the board at the meeting before the vote is cast.
Sincerely,
[Signature]
[Your Typed Name]
[Your Title, e.g., Board Chair]
Letter to Remove Board Member With Respect
Subject: A difficult conversation about your board service
Dear [Board Member’s Name],
I am writing to you today with a heavy heart and a great deal of respect for the time you have dedicated to our organization. After much deliberation, the board leadership has concluded that there is a fundamental misalignment between your recent actions and the strategic direction of the board.
Specifically, the public statements made on [Date] regarding [Topic] have created a significant conflict with our stated mission. We believe it is in the best interest of the organization to part ways. We would like to offer you the opportunity to resign from your position to avoid a formal removal vote. We sincerely thank you for your past contributions.
Removing Board Member Without Consent
Subject: Resolution for Immediate Removal from the Board of Directors
Dear [Board Member’s Name],
This letter is to inform you that, in accordance with Article [X], Section [Y] of the organization’s bylaws, a special meeting of the Board of Directors was held on [Date].
During this meeting, a vote was held regarding your continuation on the board. The vote was based on documented evidence of [Specify the severe cause, e.g., “the misappropriation of funds,” “a severe breach of your fiduciary duties,” or “a clear violation of our code of conduct”]. The resolution to remove you from the Board of Directors, effective immediately, was passed by a majority vote. All access to organizational resources will be revoked.
Sample Board Member Dismissal Letter
Subject: Official Notice of Dismissal from the Board
Dear [Board Member’s Name],
This letter serves as the official and final notification of your dismissal from the Board of Directors of [Organization’s Name], effective [Date].
As discussed at the board meeting on [Meeting Date], the board voted to terminate your position. This action was taken due to your failure to fulfill the duties required of a board member as outlined in our governing documents. We wish you the best in your future endeavors. A final package containing relevant documents will be sent to you separately.
Tips for Writing a Board Member Removal Letter
Review Your Governing Documents First
Before a single word is written, your first and most critical step is to thoroughly review your organization’s governing documents. This includes the bylaws, articles of incorporation, and any specific board policies or code of conduct agreements. These documents are your legal and procedural roadmap. Look for the specific clauses that outline the process for board member removal. They will dictate the grounds for dismissal (e.g., absenteeism, breach of fiduciary duty, conflict of interest), the required notice period for the member, and the voting procedure (e.g., simple majority, two-thirds vote). Adhering strictly to these established rules is non-negotiable. Failure to follow your own procedures can invalidate the removal and potentially expose the organization to legal challenges. This review isn’t just a formality; it is the foundation of a defensible and legitimate removal process.
Maintain a Formal and Professional Tone
The tone of a dismissal letter must remain formal, objective, and unemotional at all times. This is an official record of a significant organizational action. Avoid using accusatory, personal, or emotional language, as this can escalate the situation and create legal risks. The letter should be respectful yet firm. It is a communication from the organization, not a personal letter from one individual to another. The focus should be on the facts and the procedural steps being taken, not on personal grievances. This professionalism protects the organization, demonstrates responsible governance, and ensures the communication remains clear and unambiguous, which is crucial when conveying such a sensitive and impactful decision.
State the Reasons Clearly and Objectively
The letter must clearly state the reasons for the proposed removal. Vague justifications are unhelpful and can be challenged. Be specific and reference the exact bylaws or policies that have been violated. For instance, instead of saying “poor performance,” state “failure to attend four consecutive board meetings from [Date] to [Date], in violation of Bylaw Article IV, Section 2.” Whenever possible, refer to documented evidence, such as meeting minutes, financial records, or previous written warnings. Linking the reason for removal directly to a breach of established rules removes subjectivity and frames the decision as a necessary act of governance rather than a personal dispute. This factual, evidence-based approach is your strongest defense against any claims of wrongful termination or unfair treatment.
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