Removing Board Members for Cause

Bill C-4, Canada Not-for-Profit Corporations Act, if passed into law, contains a provision regarding removal of Directors. The provision gives members the right to remove a Director from office before the end of his/her term of office by way of a resolution voted on at a Special Meeting. The Bill also provides that if any class or group of members has an exclusive right to elect a Director, only a resolution by that same class or group has the power to remove that Director from office. In other words, if a particular Chapter/Zone/Branch has the authority to elect a Director, only a resolution by that group can remove that Director.

In principal I agree with the provision. But here is a scenario I often come across. A Chapter elects a Director to serve on the Board - that Director, however, does not arrive at meetings prepared, does not actively participate in discussion and debate at meetings, does not respond to requests for input between meetings, and does not follow through on things s/he has committed to do for the organization.

The Board as a whole conducts evaluations of each other on an annual basis - the results of the evaluations are compiled and are provided to the individual Directors as well as the Chair of the Board. The Chair meets and discusses the evaluations with each individual Director, encouraging those with less than positive evaluations to take a greater interest in the organization and their job as a Director. But since the Chair and the Board itself doesn't nominate members for the Board, they see themselves as being "stuck" with the ineffective Board member, who often times is reelected to the Board by their Chapter constituents.

This does nothing to serve the organization as a whole, or the Chapter - neither is being well served in this scenario.

Here's a thought. If an organization is actually taking the time to evaluate the performance of each individual Board member, why not, in the interest of transparency and accountability, establish a Board policy that requires the publication of the resulting annual evaluations for all members to see? Wouldn't that ensure that members of the groups or classes who elect representatives to the Board at least have access to the thoughts of all other Board members (who are the only real witnesses to ongoing performance) on that particular member?

It seems absurd to put time and effort into evaluation of Board member performance (which I believe is critical) but not have the results of that effort influence the selection of future Board members. Thoughts?