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When Your Board Doesn't

Have It Together

We Have All Been There (and) There Is Hope

Nearly every nonprofit CEO I know has a similar issue: board members who do not regularly attend meetings. If that includes you, here's an approach to consider.

Most bylaws stipulate that the Board can take action to remove a member if (s)he misses a certain number of meetings in any given time period. The logic is straightforward and solid, i.e., how can a member fulfill his or her legal duty of care if in fact they do not participate in regular meetings? In other words, board members are expected to act toward the charitable organization as (s)he would toward his or her own business.
Unfortunately, though all board members will inherently recognize when another is not carrying their weight, few will support a vote for removal, choosing instead to "Authorize the Chairman to speak with the member; ask him/her if interested in staying on the Board; encourage active involvement if wishing to stay" (or) as likely, take no action at all! "It's just the nature of charitable Boards, you know." I have seldom seen member warnings work: they just don't. And members who miss meetings (and get by with less than acceptable attendance) tend to miss even more over the long haul.
What I propose instead is to write bylaws such that if a member does not attend a preset number of meetings within a given time period, (s)he will automatically be removed from Board membership effective the next day. This should be communicated at each annual Board orientation.

Here's the beauty of how this works.

  • Separation is automatically triggered when a member hits the preset number of missed board meetings. 
  • No Board member has to be the heavy. Pre-established (and communicated) Board policy does the dirty work.
  • The Board (and the ex-member) are protected from its (and his or her) lack of due diligence in governing.
  • The self-activating nature of the separation reinforces board attendance as one of its core values.

Now, whereas Boards can certainly invite an ex-member back onto the Board, I would suggest such members be given a period of not less than 1 year before reconsideration. Board membership is serious business. And expecting that each give his or her best is not a bad way to communicate the seriousness.


Worth thinking about, don't you think?

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