How to resign as a member of a board of directors

Written by henry randolph
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Accepting an invitation to join a corporation's or nonprofit's board of directors says that you've "arrived." Along with a measure of prestige, you get the chance to serve, influence and guide an organisation pursuing presumably worthwhile economic and social goals. A directorship can be a satisfying, enjoyable experience; many directors will serve out their appointed terms. But there may come a time when you need to resign from a board before your term ends. It's a step not to be taken lightly and in haste or without due regard for the organisation's bylaws as well as legal, organizational and social norms. If at all possible, let your exit be amicable and even constructive.

Skill level:

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Things you need

  • Board bylaws
  • Letter of resignation

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  1. 1

    Clearly identify the reasons why you are thinking of resigning, be they purely personal, or related to your view of the organisation, the course it's on, its management, or to the board's activities or governance. Think it through. If necessary, organise the pros and cons on paper.

  2. 2

    Is resignation your only option under the circumstances? Examine other possible courses of action, if any. For instance, might airing your views with the board chairman or the entire board set in motion changes that would make it possible for you to stay?

  3. 3

    Discuss your situation and likely course of action informally with the board chairman and other board members whose judgment you can rely on. At a minimum, this also gives ample notice that your resignation is in the air, enabling them to begin what is likely to be an arduous, lengthy search for your replacement. Good directors are a scarce commodity.

  4. 4

    Based on your discussions, re-evaluate your options. Decide on a final course of action. If your departure will not be amicable or contentious issues surfaced during your discussions, consult with legal counsel if necessary to resolve differences and obtain advice on the appropriate way forward.

  1. 1

    Review your organisation's bylaws to determine what actions you need to take to make your resignation official. Typically, the minimum requirement will be to put it in writing to the board chairman.

  2. 2

    If permitted by circumstances, attend a board meeting to announce your resignation and clarify your reasons for your colleagues.

  3. 3

    Fulfil all outstanding commitments and refuse any new work. Return any property or material owned by the organisation.

  4. 4

    Write a letter of resignation that clearly states your intention, the general reasons for, and the effective date of, your resignation. Send it by registered mail for proof that it was duly received by the addressee.

Tips and warnings

  • If you are parting on amicable terms, look for ways to transfer your skills, knowledge and experience to ensure they are not lost altogether. Consider offering to brief your replacement.
  • Arrange to receive all directors' fees and expense reimbursements due you.
  • Make sure you resign officially and in complete accord with your board's rules and any legal advice rendered to avoid possible future liabilities.

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