Introduction

Boards of directors play a critical role in the governance, strategic direction, and oversight of organizations. A high-functioning board can significantly enhance organizational performance, while underperformance by even a single board member can erode board effectiveness, reduce trust, and compromise the board’s ability to fulfill its fiduciary duties. Addressing underperformance in a timely and constructive manner is not only necessary for board integrity—it is essential for the organization’s success.

This white paper outlines a structured and respectful approach to dealing with a non-performing board member, balancing accountability with professionalism.

Identifying Underperformance

Board underperformance can take many forms, including:

Chronic absenteeism or lack of engagement in meetings
Unpreparedness or lack of contribution to discussions
Disruptive behavior or poor collaboration with fellow directors
Conflict of interest or failure to uphold fiduciary duties
Resistance to organizational strategy or change without constructive input

It is crucial to differentiate between a temporary dip in performance due to external factors (e.g., illness, personal crises) and sustained, systemic underperformance. The latter requires intervention.

Step 1: Establish Clear Expectations and Metrics

Many performance issues stem from a lack of clarity. Boards should proactively define what constitutes effective board service, including:

Minimum attendance and preparation requirements
Expected contributions in meetings and committees
Ethical standards and fiduciary responsibilities
Commitment to strategic objectives and board unity

These expectations should be documented in board charters, bylaws, or board member agreements. Periodic board self-assessments and peer reviews should be conducted to help identify issues early and encourage accountability.

Step 2: Conduct a Confidential Evaluation

Before addressing a board member directly, board leadership (typically the Board Chair or Governance Committee Chair) should evaluate the extent of the underperformance. This may involve:

Reviewing attendance and participation records
Gathering feedback from other board members confidentially
Comparing the member’s engagement with established benchmarks

This evaluation helps ensure the issue is based on observable facts rather than personal bias or conflict.

Step 3: Engage in a Constructive Conversation

Once the board has gathered sufficient evidence, the Chair or Governance Committee Chair should meet privately with the underperforming member. This conversation should:

Be respectful, confidential, and focused on improvement
Share observations clearly and factually (e.g., “We’ve noticed that you’ve missed 4 of the last 6 meetings”)
Ask open-ended questions to understand any underlying causes
Reiterate the expectations of board service
Explore ways the board member might re-engage or improve

This step is critical in giving the board member a chance to self-correct while preserving dignity and relationships.

Step 4: Offer Support and a Path Forward

If the member is open to improvement, the board may offer:

Additional mentorship or orientation
Reassignment to a more suitable committee
Temporary leave of absence if personal issues are at play

Setting a follow-up timeline to reassess progress is also recommended. This provides accountability while giving the board member an opportunity to demonstrate renewed commitment.

Step 5: Take Formal Action If Necessary

If the board member is unresponsive or unwilling to improve, more formal steps may be needed:

A written warning from the Chair or Governance Committee
A recommendation for resignation, which allows a graceful exit
If the board member refuses to resign, removal may be pursued, provided bylaws and state laws permit it

While removal is rare and typically a last resort, boards must not shy away from taking action if the integrity and effectiveness of the board are at stake.

Conclusion

Dealing with a non-performing board member is a sensitive but necessary aspect of board governance. A thoughtful, fair, and transparent process ensures the board remains high-functioning, cohesive, and aligned with its fiduciary responsibilities. By setting clear expectations, communicating openly, and following through with appropriate action, boards can address underperformance in a manner that preserves the board’s culture and promotes long-term effectiveness.

Recommendations for Best Practices

Conduct annual board assessments, including peer evaluations
Ensure all board members sign a role description upon appointment
Build a strong board culture where performance expectations are normalized
Create a standing Governance or Nominations Committee to manage board composition and performance

These proactive measures reduce the likelihood of underperformance and strengthen the board’s ability to manage issues when they arise.

About the Author

A governance consultant and leadership expert, Jim Schraith helps organizations enhance boardroom effectiveness through training, strategy, and technology integration. Jim is a veteran of over 30 public, private and non-profit boards. He is the founder and President of BoardEvals, LLC.