The Center for Ethics, Governance, & Accountability

As the New Year begins, it is an appropriate time for non-profit organizations (NPOs) to take a look at their governance policies (and for all board members to sign an annual statement attesting to their understanding of the organization’s conflict of interest policy).

Several times every month, I receive questions from people in the non-profit sector that are having difficulty managing their board of directors. One of the issues most often raised is when and how to dismiss board members who have been around too long. This is a very challenging issue. It is even more challenging when the board member is the chair.

The purpose of this article is to offer several thoughts and suggestions for consideration.

The first question is simple to state, but often hard to measure: is the board member doing a good job or not? There is a big difference between a long-time board member who is very knowledgeable and a board member who is not participating. While both can be equally disruptive, for the purposes of this article, let’s assume that you know how to handle non-performing board members (you remove them from the board!).

I have struggled with the issue of tenure, or term limits, on non-profit boards for quite some time. There are cases where I believe a small board of a small non-profit can serve for many years without problem. However, in most cases, I believe non-profit board membership should be limited, preferably spelled out in the bylaws of the organization.

But let’s assume that the situation goes like this: a long-time member of the board needs to retire but does not recognize it or will not agree to do so. Even more challenging is the situation where this board member is a past chair or even the current chair. How do you go about handling this problem?

I strongly suggest that your NPO have a committee of past chairs. And, I’ll bet that yours doesn’t. The reason I like having a past chairs committee is straight-forward: presumably the past chairs once cared a lot and knew a lot about the organization. They have become a lost asset. You need to get them back in the loop (they can help you) and you need to control their input (they are, after all, past chairs – not present board members).

So, form a past chairs committee and suggest that your current chair serve as the founding chair of the committee. It will work. (I have done it.) Sure, the how and when are details that must be carefully planned and implemented, but the idea is a winner and you can figure out how to make it work within your NPO.

In closing, at a past chairs committee meeting that I attended once upon a time, we went around the room and asked each past chair to state the most challenging issue faced during their term and also the most successful. In this group, the time span was just over 30 years. Think about that! See why a past chairs committee can be so valuable? At the end of our exercise, there were many different successes over the years, but we found that there were STILL three challenging issues facing the board and the organization – for 30 years. We resolved to fix each of those three issues. And, the past chairs committee was the right group to do the fixing because each of the three issues was political in nature and could have caused the current board some difficulties in the community if they had tackled them alone.

So, when you have a challenging issue at your NPO, don’t ignore it – fix it by coming up with a bona-fide solution that everybody can agree is a good one.