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For the past five years, the board of directors' turnover rate has hovered at 8%. Directors join and leave boards. They might choose to leave voluntarily, but they also might need to be removed or replaced. Boards should understand the grounds for removing a board member.
Board composition is central to board success, and assessing the board's makeup and actively refreshing it by replacing some of its members can help ensure its success. Every director influences how the board executes its duties and serves the company's stakeholders. Each brings personal experience and a unique perspective to the table. Even a slight adjustment to the composition of a board can have a big, often positive, impact. Several situations may call for a board refresh or the removal of one director in particular, and boards have several options.
This guide covers:
A board may decide to remove a board member if they are ineffective or breach their fiduciary duty somehow. This is distinct from when a board member retires or leaves the board to pursue other personal or professional opportunities. Boards rarely remove members, but removal does happen. If a board decides to remove a board member, it could be for the following reasons.
With power comes responsibility. Sadly, not all directors can perform at a level that meets the board's and the organization's standards. Misconduct and unethical behavior are obvious reasons to consider removing or replacing a director. Diminished performance, an inability to operate as expected and/or the lack of time that's needed to serve effectively can also lead to a director's removal.
As a result of its 2025 Annual Corporate Directors Survey, PwC found that 55% of directors believed that someone on their board should be replaced,the highest level in the survey's history. If a board member is ill-prepared for meetings, lacks the necessary expertise, is aging out of the role or is overstepping boundaries, directors felt the board would be better served by releasing a member from their duties. All of these were cited as primary factors affecting the need for their removal.
These concerns rarely surface out of nowhere. What Directors Think 2026 by Diligent Institute found that 74% of boards already use director self-assessments as part of their evaluation process, the same mechanism that often first flags the performance gaps that lead to a removal conversation.
The PwC survey also revealed that many directors have “concerns about political divisiveness, immigration policy, and economic inequality,” but only half of directors say their fellow board members are willing to confront these issues. If a director is unable or unwilling to produce the outcomes the board and the organization are looking for, companies often have no choice but to seek a replacement.
Discover the 10 essential steps for creating boards that balance strategic oversight with operational excellence in today's complex business environment.
Spencer Stuart's 2025 U.S. Board Index finds mandatory retirement remains the primary mechanism driving board turnover, and boards keep raising the bar: 64% of S&P 500 boards with a retirement policy now set the cutoff at 75 or older, up from just 34% a decade ago. Two-thirds of S&P 500 boards have a mandatory retirement policy at all, down from 73% in 2015. Formal term limits remain far less common. In 2025, 418 directors departed S&P 500 boards at an average age of 68.5 and an average tenure of 11.6 years.People of color are also underrepresented on boards. While Black directors increasingly joined boards from 2020 to 2022, Hispanic/Latino(a) representation on Fortune 100 boards has stagnated since 2004. Recent growth in Hispanic/Latino board members is remarkable, in part, because of the low representation to start. The need for more diversity on corporate boards is a driving force behind the decision to replace a board member.
To diversify a board, though, there needs to be space for new members. This may require the board to secure a director's resignation.
An ongoing focus for investors and shareholder activists, director tenures have their benefits and their downfalls. While a long tenure can lead to directors' institutional knowledge, it can also be an issue if a board member lacks industry or technological expertise and if the board needs to diversify its membership.
Term limits remain uncommon, and current data puts the figure lower than the original stat suggested. A 2024 analysis by PeopleReturn (formerly DiversIQ) found just 9.2% of S&P 500 companies have an explicit term limit written into their governance guidelines, while 62.8% rely instead on mandatory retirement ages, typically set between 70 and 80. Directors who do age out tend to go later than in the past: Spencer Stuart's 2025 U.S. Board Index found the share of retirement policies set at 75 or older has nearly doubled since 2015, from 34% to 64%.
Board members actively oversee the organization's governance and direction. Doing so effectively requires time, attention and the unique expertise of every board member. Chronic non-participation, such as missing meetings, disengaging or not contributing, can undermine the board's effectiveness and mission.
This can be grounds for removing a board member if they are repeatedly absent without explanation or prior notice, attend meetings but fail to prepare for or participate in them, neglect key duties or ignore communications. Deciding to remove them can also be a better decision for board culture, as one member falling short can affect the entire board.
Sometimes, a company does not need to remove a director because the board member resigns voluntarily. Whether because they cannot keep up with board demands or because the company's values and interests clash with their own, a board member may have no choice but to take their leave. This opens up an opportunity to address some of the board composition concerns mentioned above: diversifying board membership and inviting younger directors to accept a seat at the table.
Removing a board member can be a sound choice for internal politics or other interpersonal reasons. However, other situations make removing a director from their post legally necessary. These include:
Board members are legally bound to uphold the duty of care, duty of loyalty and duty of obedience. Together, these principles compel board directors to make informed decisions, exercise reasonable caution, place the organization's and stakeholders' interests above their own and keep the organization legally compliant.
According to the Corporate Governance Institute, “In times of high pressure in the business, it is vital to ensure such duties and obligations are being followed and that all directors are compliant.”
If a director breaches these duties by, for example, approving reckless financial decisions or disregarding legal compliance, the board may consider removing them.
If a board member is convicted of a crime, particularly fraud or theft, they can or should be removed to protect the organization's reputation and legal standing. Even allegations of serious misconduct could trigger a suspension or internal investigation, especially if the behavior threatens stakeholder trust or public confidence.
For example, Enron Chairman Kenneth Lay, along with CEO Jeff Skilling, appraised Enron's holdings based on expected value. Because energy values weren't concrete, Enron overvalued its holdings and misreported gains. While Lay ultimately resigned, a scenario like this could be considered grounds for removal.
Given that many executives hold a C-suite-level position with a separate organization while serving on a board of directors for another company, the possibility of a conflict of interest is relatively high. A director may have a vested interest in a firm that makes a competing product or prior knowledge of an upcoming merger or acquisition that could affect how the board votes on a key issue.
Boards should introduce a conflict-of-interest policy, which the National Council of Nonprofits explains should “require those with a conflict (or who think they may have a conflict) to disclose the conflict/potential conflict,” and “prohibit interested board members from voting on any matter in which there is a conflict.” Even with such a policy, potential conflicts related to personal financial interests, family ties, ethics or conduct might arise. If it becomes clear that a director isn't voting with the company in mind, the board must be committed to putting its interests first.
Boards are ultimately governed by the organization's bylaws or policies, which outline board structure, roles, meeting frequency, voting procedures and more. The board may also adopt additional policies like codes of conduct, confidentiality agreements, whistleblower policies and DEI policies.
Violations of these internal rules can expose the organization to legal risk and damage trust in the board. Removal may be on the table if a board member breaks the bylaws by leaking confidential information, bullying other members, ignoring voting procedures, overstepping their authority or failing to meet expectations.
While it should be considered a last resort, impeachment can remove a member from the board through a vote.
After the vote, notify the member in writing. A removal notice can use the following structure:
[Your organization's letterhead]
[Date]
[Board member's name] [Address] [City, State ZIP]
Subject: Notice of removal from the board of directors
Dear [Board member's name],
After careful consideration and pursuant to the authority granted by our bylaws and applicable state law, this letter is to formally notify you that, effective [effective date], you have been removed from the Board of Directors of [Organization name].
This decision was made by a vote of the Board during a duly called meeting held on [meeting date], in accordance with [cite the relevant article and section of your bylaws, e.g., “Article IV, Section 7: Removal of Directors”].
The Board made this decision based on the following grounds: [briefly describe the documented conduct or policy violation].
We acknowledge your contributions to the organization during your tenure and thank you for your time and service. Should you have any questions about this decision or wish to discuss it further, you may contact [Board Chair] at [contact information].
We will take the necessary administrative steps to update our records, and we ask that you return any organizational materials, including board documents or property, by [return date].
Sincerely, [Your Name] Chair, Board of directors [Organization name] [Email address] [Phone number]
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Voluntary resignation aside, a company has several options for removing a director from the board.
One approach is to offer the board member a leave of absence. This is a good choice if the director has been underperforming due to a personal issue like a family conflict or a health concern. Implementing a leave of absence allows the director to address urgent matters and, if successful at mitigating them, return to the board with renewed focus at a later date.
Boards that take this approach typically define the policy in advance rather than improvising it in the moment: how long a leave can last, what powers, if any, the director retains while away, and how the absence affects quorum, since a board without quorum must adjourn its meetings until the vacancy is resolved. Deciding these questions before a leave is requested, rather than during one, keeps the process consistent and defensible.
Implementing a term limit offers more control over board composition in general and may come in handy should a board feel the need to cycle out one of its members. It also has its benefits as a preventative measure because it can encourage directors to remain passionate and engaged in their work for the board, decreasing the odds that they will need to be removed later on.
Term limits can vary dramatically from one company to the next. In an article on board best practices, management consulting firm McKinsey & Company pointed out that some organizations invite non-executive directors to serve on the board for a full 10 years, while others limit membership to six or seven years. The limit matters more than the specific term length, since members know they will eventually rotate off the board.
That predictability is the real value: a board that grows weary or complacent after multiple terms benefits from a defined ending point, which keeps the effort focused during each director's service and ensures an outside perspective returns to the board on a known schedule.
Difficult though it may be, removing a board member can be an unavoidable by-product of building and maintaining an effective board of directors. Understanding why removal might be necessary and making prudent choices regarding how the director leaves the board can assist in keeping operations running smoothly and preserving vital director relationships.
Even if you have grounds for removing a board member, replacing them can be difficult. The nom/gov committee may work overtime to identify a candidate and train them for appointment, or the board may operate one member short until the next election cycle.
In either case, the board will benefit from smarter governance. Diligent Boards, part of the Diligent One Platform, supports the entire lifecycle of the board of directors. Diligent Boards manages candidate identification, succession planning, orientation and day-to-day operations with secure, integrated and purpose-built tools.
Interested in taking further steps to improve your corporate governance and board operations? Learn more about Diligent Boards and request a demo today.
Yes, a board member can be removed without cause, but only if the organization's bylaws and state law explicitly allow it. Some states require that the cause be documented unless the bylaws specifically permit removal “without cause.” Organizations should review their governing documents and consult legal counsel before taking action. Clear removal procedures help prevent disputes and maintain board integrity.
To remove a toxic board member, follow a structured, legally compliant process:
Always act with fairness and professionalism, and consult legal counsel when needed.
The authority to remove a board member depends on your organization's bylaws and legal structure. In most cases, the board of directors can vote to remove one of its members. However, members (not the board) may hold that authority in membership organizations or nonprofits with elected boards. Always check your governing documents to confirm who has removal power and the voting requirements.
After removal, the board must:
Handle the transition professionally and confidentially.
No, a unanimous vote is rarely required to remove a board member. Most bylaws specify a majority or supermajority vote (e.g., two-thirds of board members). The voting threshold and whether removal can occur “with or without cause” should be detailed in your bylaws and comply with state law, so always verify requirements before taking formal action.
