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Board Member Leave of Absence: Best Practices

The role of a nonprofit board member can be divided into two broad categories: fiduciary and governance. As a vital part of any board, when a member asks for a leave of absence for any reason, important questions arise. There are often no set rules regarding how the board should handle the request of a member to take a leave of absence. Thoughtful questions and guidelines can provide the nonprofit organization with the protocol it needs during a time of uncertainty.

Board Member Leave of Absence: Time and Place

A big consideration when a board member requires a leave is the projected length of time. When it comes to events such as medical leave after a major surgery or to recover from an illness, it might not be possible to establish a definitive return date. A sabbatical or a remote work assignment are examples of a more predictable leave of absence. Where the leave takes place can also affect procedure. It may be more complicated to adjust to a board member in another country for work, than a board member on maternity leave in the same city.

Fiduciary Duties

The fiduciary duties of a board member vary depending on the way the nonprofit’s bylaws are written. It’s possible that a member could rely on experts, committees or other means to fulfill their fiduciary duties. Things could become more complex, however, if the member isn’t able to delegate his or her portion of these duties to others. In extreme cases, damages occurred during their leave of absence. It’s a good idea to review your directors & officers insurance when establishing leave-of-absence guidelines.

board member leave of absence
 

Procedural Implications

In some cases, if a board member’s leave of absence is no more than a few months it’s possible that he or she could still participate in regular board meetings. This is an important consideration because it could make the difference between having a quorum or being unable to hold key votes.

One strategy is to allow a board director to maintain a virtual presence at such meetings. If the director is feeling well enough or is able to sync their schedule, this is a viable option. Making use of today’s technology to include their input and vote could make a difference in keeping that individual in their current position. (RELATED: Remote Board Members: Pros & Cons )

On the other hand, if the leave of absence is long term, it might impact the board’s ability to sustain itself and move forward on motions and other critical duties. In this case, it might be necessary for the board director to ask the member to tender their resignation in order to protect both the nonprofit organization and the board’s integrity.

State Laws

The state laws governing nonprofit boards can vary widely so it’s important for the board to know them prior to making a decision regarding a member’s leave of absence. For example, in California, the Nonprofit Corporation Law does not allow directors to become inactive or enable them to take a leave of absence. Staying on the right side of the law when handling a leave of absence is crucial for the health and longevity of the nonprofit organization.

Regardless of how the nonprofit decides to handle the request of a leave of absence from members, it’s best to establish a policy prior to needing it. While this policy can allow some flexibility, it also serves as a guideline that everyone can follow.


Interested in how to make your board of directors more productive through the effective use of technology? Boardable is a software platform that centralizes all communication between you and your board. Find the best meeting times, securely store all of your documents, archive discussion threads and more—all in one place. Click below to schedule a demo with a member of our Boardable team.

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