When to resign from a board: this is as important and difficult a decision as the one we make when we join a board.

• Author: Czarnecki, Gerald M.
• Position: BOARD DYNAMICS - Cover story

WHENEVER WE DECIDE that we will accept an appointment to a seat on a board of directors, we are also fundamentally agreeing to serve with commitment and integrity until such time as we are no longer a sitting member of the board. Obviously, there are a variety of ways in which boards have to determine the desired tenure of a member. Some establish term limits, or age limits, or attendance requirements, and some may rely on a board member assessment process to determine the continued participation and renomination of a member.

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But, our duty to perform is also a very personal responsibility. That means that we must not only accept our duty to perform, we also have a responsibility to ourselves and the board to self assess our performance, or, at minimum, our ability or willingness to continue as a director.

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There are a variety of reasons to resign from a board, and many of them require personal discipline. Whatever the case, we have a responsibility to make that judgment regularly. Some of the forces or circumstances that can drive us to resign are:

1. Disagreement with Direction: When you have a fundamental disagreement with the direction of the company, then at some point you need to consider resignation. Now this is not an excuse for walking away at the slightest disagreement, but if we believe strongly that the board is making strategic decisions that violate our personal sense of the correct path, we first and foremost have an obligation to argue our viewpoint in meetings and with our peers. In the event that we believe that we cannot live with the consensus of the rest of the board, then we have an obligation to vote against it. If our discomfort is great enough, then it may be time to resign.

2. Lack of Respect by Peers: You may be in a situation where you are considered a weak or inferior board member by your board peers. Most of us would rather not ever have peers think or say this, but if we are not respected for our contribution, then we must resign.

3. Culture Clash: You may have serious "teamwork"-related cultural difficulties that create tension for you or the board. A board is not just a group of individuals; it is a team. If you are a cultural mismatch, you probably need to resign for your own psychological well being, but the clash of cultures will also be a serious problem for peers.

4. Personal Contribution Diminished: When you no longer believe that you are able to contribute, you...