Step-by-Step Guide to Removing a Board Member for Violating Policies in a Canadian Charity

Removing a board member from a Canadian charity is a difficult decision. Sometimes it becomes necessary to protect your organization's integrity and mission.

When a board member violates policies or fails to meet their responsibilities, you need to address the situation properly. This can prevent further harm to your charity.

The key to successful board member removal is to follow your governing documents and ensure a fair, transparent process. This approach protects both your organization and the individual involved.

If you do not follow proper procedures, your charity could face legal challenges or reputation damage.

Here are the essential steps for handling policy violations, from identifying grounds for removal to implementing preventative measures. You will learn how to document violations, facilitate difficult board discussions, and remove a member while maintaining your organization's values and legal compliance.

8-Step Board Member Removal Process

Removing a board member from a charity in Canada is a serious decision that requires careful consideration. If a board member violates policies or procedures, addressing the issue appropriately is essential for maintaining the organization's integrity. Here's a straightforward guide on how to navigate this process.

Step 1: Identify the Violation

Start by clearly identifying the policy or procedure the board member violated. This might include ethical breaches, failure to fulfill responsibilities or other misconduct. Gather all relevant information, including dates, actions, and any communications. This documentation will form the basis of your case.

Step 2: Review Governing Documents

Next, consult your charity's governing documents, such as the bylaws and policies. These documents typically outline the procedures for handling misconduct and the steps needed to remove a board member. Familiarize yourself with these rules to ensure compliance throughout the process.

Step 3: Have an Informal Discussion

Consider having an informal conversation with the board member before taking formal action. This dialogue approached with empathy and openness, allows them to share their perspective and may lead to a resolution without further escalation. This approach fosters understanding and ensures the board member feels respected and considered.

Step 4: Call a Special Board Meeting

If the issue remains unresolved, schedule a special board meeting. Notify all board members about the purpose of the meeting. During this meeting, present the documented evidence of the violation and encourage open discussion. Ensuring that the environment remains respectful and constructive is crucial, making all board members feel valued and heard.

Step 5: Follow the Required Procedure

Following the procedures outlined in your governing documents during the meeting is crucial. Failure to do so could lead to legal challenges or disputes. Allow the board member to respond to the allegations and present their side. This step is crucial for ensuring fairness and transparency in the process.

Step 6: Vote on Removal

After a thorough discussion, a vote will be held on removing the board member. All board members are expected to participate in this decision. Depending on your bylaws, you may require a simple majority or a more significant percentage to proceed. Document the vote results, including differing opinions, to maintain a clear record.

Step 7: Communicate the Decision

Once the vote is complete, inform the board member of the decision. Deliver the news with compassion, clearly explaining the reasons for their removal. Conduct this conversation professionally, reflecting the charity's values and commitment to accountability.

Step 8: Update Records

Finally, update your charity's governance records to reflect the change in board membership. If necessary, notify relevant stakeholders, including regulatory bodies, to ensure compliance with legal requirements.

Recommendation: Seek Legal Advice

Removing a board member can be complex, and handling the process correctly is crucial to avoid potential legal issues. Therefore, consider seeking advice from a charity lawyer specializing in governance matters. Legal guidance ensures you follow all necessary procedures and protect your organization from possible challenges.

Grounds for Removing a Board Member

Canadian charities can remove board members for legal reasons such as policy violations, fiduciary breaches, conflicts of interest, and exceeding term limits. You must clearly document these grounds and follow proper procedures to stay compliant with the law.

Violations of Policies and Bylaws

Policy violations are a common reason for removing board members. These include breaking the organization's code of conduct or ignoring established procedures.

Common policy violations include:

• Missing multiple board meetings without valid reasons
• Failing to maintain confidentiality of sensitive information
• Not participating in required training or orientation programs
• Violating the charity's social media or communication policies

Bylaw violations are also serious. Board members must follow the rules in the governing documents.

Breaking these rules can harm the charity's legal standing. You should document all violations with specific dates and evidence.

This documentation is crucial if the removal process goes to court or faces legal challenges.

Breach of Fiduciary Responsibilities

Board members have legal duties to act in the charity's best interests. If they fail these duties, you have grounds for removal.

Key fiduciary responsibilities include:

• Duty of care: Making informed decisions and attending meetings regularly
• Duty of loyalty: Putting the charity's interests before personal interests
• Duty of obedience: Following laws and the charity's mission

Financial misconduct is a serious breach. This includes misusing charity funds or approving inappropriate expenses.

Act quickly if you discover financial breaches. Board members must also review financial statements and ask important questions about operations.

Conflict of Interest Scenarios

Conflicts of interest prevent board members from acting in the charity's best interests. Undisclosed conflicts are grounds for removal.

Common conflict scenarios:

• Having business relationships with the charity without disclosure
• Receiving personal benefits from charity decisions
• Competing with the charity through other organizations
• Family members benefiting from charity programs inappropriately

Board members must declare conflicts before they become problems. Failing to disclose known conflicts violates their fiduciary duty.

Some conflicts can be managed by recusing from voting. Ongoing undisclosed conflicts usually require removal to protect the charity.

Term Limits and Re-Election Considerations

Many Canadian charities set term limits in their bylaws to ensure fresh leadership. This also prevents board members from staying too long.

Typical term limit structures:

• Two or three consecutive terms of 2-3 years each
• Mandatory break periods between serving terms
• Maximum total years of service regardless of breaks

Board members who exceed these limits must be removed automatically. This is an administrative removal, not a disciplinary action.

Re-election processes can also lead to removal. Board members who do not receive the required votes for re-election must step down immediately.

Clearly communicate term limits during recruitment. This helps prevent confusion and makes transitions smoother when terms expire.

Establishing Proper Removal Procedures

Clear removal procedures protect your charity from legal challenges. They also ensure fair treatment of all board members.

These procedures must follow your governing documents and comply with Canadian charity laws.

Reviewing Bylaws and Governance Documents

Start by examining your charity's bylaws and articles of incorporation. These documents contain the specific rules for removing board members.

Your bylaws should outline several key elements:

• Grounds for removal (policy violations, missed meetings, misconduct)
• Notice requirements for special meetings
• Voting thresholds needed for removal
• Appeal processes available to the member

If your bylaws do not mention removal procedures, follow the default rules in your provincial corporations act. Some provinces require a two-thirds majority vote for removal.

Check if your charity has voting members separate from the board. In member organizations, only members may have the power to remove directors.

Board-only organizations allow directors to remove each other. Your governing documents might include automatic removal triggers, such as missing three consecutive meetings or exceeding term limits.

When these policies are violated, removal happens automatically without a vote.

Ensuring Legal Compliance

Follow all legal requirements during the removal process. This protects your charity from lawsuits or governance challenges.

Canadian charity law requires you to provide natural justice to the board member. This means:

• Giving proper notice of allegations
• Allowing them to respond and defend themselves
• Ensuring an unbiased decision-making process

Document everything carefully. Keep records of the policy violation, meeting minutes, and all communications.

Poor documentation can lead to successful legal challenges later. Your removal procedures must comply with both corporate law and charity regulations.

You may need to notify regulatory bodies like the Canada Revenue Agency about board changes. If the removed member also works as an employee, separate their volunteer board role from any paid positions.

Engaging Legal Counsel

Consult a charity lawyer before starting removal procedures. Legal advice helps you avoid costly mistakes and ensures you follow proper procedures.

A lawyer can review your situation and governing documents. They will identify legal risks and recommend the best approach for your circumstances.

Seek legal counsel when:

• Your bylaws are unclear about removal procedures
• The board member threatens legal action
• The violation involves financial misconduct or fraud
• You have voting members who must be involved

Early legal advice costs less than defending a wrongful removal lawsuit. Many charity lawyers offer initial consultations to assess the situation.

Engage counsel familiar with Canadian charity law. They understand the unique requirements for charitable organizations beyond basic corporate rules.

Documenting and Investigating Alleged Violations

Proper documentation and fair investigation procedures form the foundation of any board member removal process. These steps help you follow due process and build a strong case for action.

Importance of Thorough Documentation

Clear documentation protects your charity from legal challenges. Record every incident with specific dates, times, and detailed descriptions of alleged policy violations.

Your documentation should include:

• Written records of all incidents and communications
• Email exchanges between the board member and other parties
• Meeting minutes where violations occurred
• Witness statements from people who observed the behaviour
• Policy references that were allegedly breached

Start documenting immediately when issues arise. Waiting too long makes it harder to gather accurate information and weakens your case.

Each entry should focus on facts, not opinions. Avoid emotional language and stick to what happened.

This approach shows that you acted professionally throughout the process. Keep all documentation secure and confidential.

Only board members directly involved in the investigation should have access to these records.

Conducting Internal Investigations

Follow a fair and unbiased investigation process. Gather all relevant facts before making decisions about the board member's future.

Your investigation should include these steps:

1. Interview witnesses who observed the alleged violations
2. Review all available evidence including emails and documents
3. Speak with the accused board member to hear their side
4. Check your policies to confirm which rules were broken

The investigation team should remain neutral throughout the process. Do not let personal relationships or past conflicts influence your efforts.

Complete the investigation within a reasonable timeframe. Long delays can harm both the accused member and your charity's operations.

Document every step of the investigation process. This creates a clear record showing you followed proper procedures and respected everyone's rights.

Assessing Due Process

Due process means giving the board member a fair chance to respond to allegations. Inform them about the specific policy violations they allegedly committed.

Key due process requirements include:

• Written notice of the allegations against them
• Reasonable time to prepare their response
• Opportunity to present their side of the story
• Right to bring supporting documents or witnesses

Do not make removal decisions based on incomplete information. The board member deserves to know exactly what they are accused of doing wrong.

Your bylaws may outline specific due process requirements. Failing to follow these rules could make any removal decision legally invalid.

The accused member should receive copies of relevant evidence before any formal hearing. This gives them time to prepare their defence.

Due process protects both your charity and the individual board member. It ensures you make fair decisions based on complete information.

Facilitating Transparent Board Discussions

Transparent discussions require proper notification procedures and clear leadership from the board chair. Maintain open communication while preserving board unity throughout the removal process.

Notifying the Board Member

Provide written notice to the board member about the allegations before any formal discussion. This notice should clearly state the policy violations and include specific dates and examples.

The notice period usually requires 7 to 14 days advance warning. This gives the member time to prepare their response and gather supporting documents.

Key elements of proper notification:

• Written documentation of alleged violations
• Reference to specific policies breached
• Date and time of the board meeting
• Opportunity to respond to allegations

Deliver the notice through registered mail or email with read receipts. This creates a record showing the member received proper warning.

The notification must be respectful but clear about the seriousness of the situation.

Board Chair's Role in Managing the Process

The board chair leads the discussion while ensuring fairness for all parties. They must remain neutral and follow the charity's bylaws throughout the process.

Chair responsibilities include:

• Opening the meeting with clear agenda items
• Allowing the accused member to present their defence
• Facilitating respectful dialogue among board members
• Maintaining order during heated discussions

The chair prevents personal attacks or inflammatory language. They redirect conversations back to policy violations and facts.

The chair cannot vote on removal unless the bylaws specifically allow it. This helps maintain their neutral position during the process.

They must ensure all board members understand the voting procedures before proceeding.

Maintaining Board Dynamics and Transparency

We need to protect healthy board relationships while addressing serious policy breaches.

Transparency means sharing relevant information without creating unnecessary drama.

All discussion should focus on documented facts rather than personal opinions.

We must avoid gossip or speculation about the member's motivations.

Strategies for maintaining transparency:

• Record meeting minutes accurately.
• Share factual information with all board members.
• Address concerns privately when possible.
• Focus discussions on organizational impact.

Board dynamics often suffer during removal proceedings.

We should acknowledge this tension and stay focused on our charitable mission.

Some members may feel uncomfortable participating in removal discussions.

We must create space for different viewpoints while moving towards resolution.

Post-meeting follow-up helps rebuild trust among remaining board members.

Executing the Removal Process

The removal process requires formal board action through proper meeting procedures and voting protocols.

We must follow specific steps to document the decision and ensure legal compliance.

Scheduling a Board Meeting

We need to call a special board meeting to address the member's removal.

Our bylaws specify the required notice period for board meetings.

Most Canadian charities require 7 to 14 days' written notice for special meetings.

We must send notice to all board members, including the member facing removal.

The meeting notice should include:

• Date, time, and location of the meeting.
• Clear statement that board member removal will be discussed.
• Reference to the specific policy violations.
• Any supporting documents.

We should schedule the meeting at a time when most board members can attend.

This ensures we have enough members present to make valid decisions.

Important: The member facing removal has the right to attend and defend themselves unless our bylaws state otherwise.

Quorum and Voting Requirements

We must have a quorum present to proceed with the removal vote.

Quorum is the minimum number of board members needed for official business.

Most Canadian charity bylaws require:

• Simple majority of all board members for quorum.
• Two-thirds majority vote for removal decisions.
• All voting members must be present or participate remotely.

The member facing removal typically cannot vote on their own removal.

We should check our bylaws to confirm this rule.

We need to document the vote carefully.

Record who voted, how they voted, and the final count.

This creates a legal record of our decision.

If we don't have enough members present, we must reschedule the meeting.

Taking action without proper quorum could make our decision invalid.

Issuing the Removal Decision

We must communicate the removal decision formally and promptly.

The removed member should receive written notification within 48 hours of the vote.

Our removal letter should include:

• Date of the board meeting and vote results.
• Specific policy violations that led to removal.
• Effective date of the removal.
• Instructions for returning charity property.

We need to update our governance records immediately.

This includes:

• Board member lists and contact information.
• Corporate registry filings with the government.
• Banking and signing authority changes.
• Insurance policy updates.

Key step: We must file the required forms with Corporations Canada or our provincial registry within the required timeframe.

This makes the removal legally official.

We should also notify key stakeholders like auditors, lawyers, and major funders about the board change when appropriate.

Post-Removal Steps and Preventative Measures

After removing a board member, we must communicate properly with all stakeholders and document the changes.

We should also consider offering alternatives like a leave of absence before removal and strengthen our policies to prevent future violations.

Communicating with Stakeholders

We need to inform key stakeholders about the board member's removal promptly and professionally.

This includes donors, volunteers, staff, and partner organisations who may have worked directly with the former member.

Our communication should be brief and factual.

We don't need to share specific details about the policy violations.

Instead, we can say the board made this decision to maintain organisational integrity.

Key stakeholders to notify:

• Major donors and funding partners.
• Staff members and volunteers.
• Partner organisations.
• Regulatory bodies (if required).

We should prepare a standard statement that all board members can use.

This ensures consistent messaging and prevents confusion or rumours.

Update our website and official documents within one week of the removal.

Remove the former member's photo and biography from board listings immediately.

Offering a Leave of Absence

Before removing a board member permanently, we should consider offering a temporary leave of absence.

This option works well when the violation might be due to personal circumstances or misunderstandings.

A leave of absence allows the member to step back while we investigate the situation.

It also gives them time to address personal issues that may have contributed to the policy violation.

When to offer leave of absence:

• First-time minor violations.
• Personal or health crises affecting performance.
• Potential conflicts of interest that might be temporary.
• Misunderstandings about policies or procedures.

We must set clear conditions and timelines for the leave.

The member should understand what they need to do to return to the board.

Document all agreements in writing.

Include specific expectations and deadlines for addressing the issues that led to the leave.

Strengthening Future Policies

We need to review and update our policies after each removal to prevent similar situations.

This process helps us identify gaps in our current guidelines and procedures.

Start by examining what led to the policy violation.

Was our policy unclear? Did we provide enough training? Were there warning signs we missed?

Steps to strengthen policies:

1. Review the violated policy for clarity and completeness.
2. Add specific examples of acceptable and unacceptable behaviour.
3. Create better training materials for new board members.
4. Establish regular check-ins with struggling members.

We should also improve our onboarding process for new board members.

Provide comprehensive orientation sessions that cover all policies and expectations clearly.

Consider creating a mentorship program where experienced members guide newcomers.

This helps prevent violations due to lack of understanding or support.

Update our governance documents annually to reflect lessons learned from difficult situations.

Conclusion

Removing a board member for violating policies is a significant action that should not be taken lightly. Upholding accountability within the board fosters trust and strengthens the organization's future.

The process protects both the organization and the individual involved when handled correctly. 

Following proper steps is essential: review governing documents thoroughly, document all policy violations clearly, hold fair meetings with proper notice, and allow the member to respond to allegations.

If your charity faces board member removal issues, we at B.I.G. Charity Law Group can help guide you through the process.

Our experienced team understands Canadian charity law and ensures your organization follows all required procedures while protecting its interests.

Contact us today at 416-488-5888 or email dov.goldberg@charitylawgroup.ca to discuss your specific situation.

Visit our website at https://www.charitylawgroup.ca/ to learn more about our charity law services and schedule a consultation with our legal experts.

Frequently Asked Questions

Removing a board member involves following your bylaws and provincial laws.

The process requires proper documentation, board votes, and written notice to the member being removed.

How do you remove a board member? 

Follow your charity's bylaws step by step: document the policy violation with dates and evidence, review bylaws for removal procedures, call a board meeting with proper notice, present evidence, allow the member to respond, hold a vote according to your bylaws, and update records.

Who has the right to remove members of the board? 

Typically, the remaining board members vote on removal, though some organizations give this power to voting members. Your bylaws, letters patent, or articles of incorporation specify removal authority. The chair or president cannot remove members alone—this requires a formal vote.

How do you write a letter to remove someone from the board of directors? 

Write a formal letter after the board votes that includes the meeting date, vote results, policy violations that led to removal, relevant bylaws referenced, and effective removal date. Deliver by registered mail, keep copies in governance records, and maintain a respectful, factual tone.

How do I remove a board of trustees? 

Removing an entire board requires different procedures than single member removal. Check governing documents for mass removal procedures, follow notice requirements for special member meetings, and consider seeking legal advice. Provincial regulators may step in if governance breaks down completely.

How to get rid of a bad board member? 

Start with informal discussions and coaching. If problems persist, document violations, follow formal removal procedures from bylaws, or consider asking for voluntary resignation. Prevention through proper recruitment and orientation works better than removal.

How is a person removed from the Board of Directors? 

Call a special board meeting with proper notice, present documented evidence, allow the member to respond and defend themselves, vote according to bylaws with the required majority, then update corporate records and notify authorities if required.