A board member has stopped showing up: what to do
When a director keeps missing meetings: read the bylaws, have the chair call, offer a way out, and follow the removal rules exactly if it comes to that.
When a director keeps missing meetings, read your bylaws, have the chair call them, and offer a way to step back. Removal is a last step, and if you take it you have to follow the bylaws and your state's law exactly.
This is general information, not legal advice.
Start with a phone call
Something may have changed, such as a new job or a family matter. The chair should call rather than email, and ask an open question. "We've missed you. Is the board still working for you?"
Don't have this conversation by reply-all, and don't raise it at a meeting the director isn't at.
Offer three options
- Stay, with a change. A different meeting time, joining by video, or a committee role that fits better.
- Take a leave. If your bylaws allow it, a few months off with a date to check in.
- Step down. Make it easy and thank them.
Ask for a resignation in writing, and record it in the minutes of the next meeting.
Check what the absence does to quorum
An absent director still counts in the number you measure quorum against. On a board of nine with a quorum of five, two directors who never come leave you needing five of the seven who do. Our quorum guide explains how the count works, and why a vacancy may not lower it either.
What your bylaws say
Look for three things.
- An attendance rule. Some bylaws say a director who misses a set number of meetings can be removed, or is treated as having resigned.
- Who can remove a director. It may be the board, the members, or whoever appointed that director.
- The procedure: notice, the vote required, and whether the director gets to respond.
If the bylaws have an automatic rule, apply it the same way to everyone. If they are silent, your state's nonprofit statute sets the default, and counsel should confirm the steps before the board votes.
If it comes to removal
- Give the notice the bylaws require, to the whole board and to the director.
- Put the item on the agenda by name.
- Record the motion and the vote in the minutes, and leave the discussion out.
- Fill the seat the way the bylaws provide.
Preventing it
Say what you expect before someone joins. A one-page board agreement that names the number of meetings and the attendance you are counting on makes the later conversation much shorter. Send meeting dates for the whole year, and ask for RSVPs early enough to notice a pattern.
How Karma Compass helps
Karma Compass records RSVPs and attendance for each meeting, so the pattern is visible before it becomes a quorum problem. On the Pro plan, one playbook warns you when too few directors have said they are coming, and another flags board terms that are about to end.
Questions this post answers
Can a nonprofit remove a board member for missing meetings?
Often yes, but only by following the bylaws and state law. Check who has the power to remove a director, the notice required and the vote needed, and ask counsel to confirm.
Does an absent board member count toward quorum?
No. Only directors who are present count toward quorum, but the absent director still counts in the total the quorum is measured against.
What should the chair say to a director who has stopped attending?
Call and ask an open question about whether the board still works for them. Then offer a change, a leave if the bylaws allow it, or a way to step down.
Is a director who misses meetings automatically removed?
Only if your bylaws say so. Some treat a set number of missed meetings as a resignation. Others require a vote.
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