Brown Bag Lunch Roundtable: February 27, 2007
Should Boards have terms, term limits and/or limit the number of terms that a member can serve?
This Roundtable featured a panel of three Board members who discussed how their respective organizations chose to handle the issue of terms and term limits. The audience participated with perspectives on the pros and cons of term limits, and provided alternatives on how to recruit and release Board members.
- Judy Loeb, Majority Council Director of Emily's List and past Chair of the Board of Women in Need.
- Geri Stengel, President of Stengel Solutions, Vice Chair of Governance Matters, past Secretary and Board Member of The New York City Chapter of the National Association of Women Board Members.
What ARE terms and term limits?
Board members are elected for specific terms, generally two or three years. Some however limit the number of consecutive terms that any member can serve. Boards with term limits will generally allow a board member to be elected again after a one year hiatus.
To Term or Not to Term: Some Real-life Examples
I. Changing a Stagnant Board
Every Board is like a small society with its own culture and special way of conducting business. Changing a "dead" or timid Board to a dynamic one can take at least three years. Part of the process of change is the release and replacement of long term members.
One way to manage this process is to limit the number of terms that any member can serve.
Another way is to create a more individualized process. One board had been very innovative in providing services for women and children affected by domestic violence. Over the years however they had become complacent and resistant to change. A new visionary Executive Director found herself undermined by the board. Bringing on new members did not in itself resolve the problem because they soon left as they saw that the board would not change. A new chair worked closely with the Executive Director to create change. They decided not to use term limits but rather to work individually and selectively with each board member to encourage some to leave.
Have a conversation with each of your Board members. Ask them what their future plans are, and when they expect to leave the Board. Allow the "old timers" to pick a date.
II. A Young, Dynamic Board
The dynamic board of a youth serving organization has no "dead wood". The Board members are a close group of young professionals with corporate backgrounds, who represent the neighborhood that the organization served.
This Board considered but rejected term limits because they were unafraid of change.
III. A Hard Working Board: Against - and then for - Term Limits
A women's membership organization had a board of 30 members who were doing all of the work of the organization. Many board members had served for as long as 15 years. The challenge for this board was burnout resulting from board members having to do the organizational work as well as provide governance oversight.
They decided not to use term limits but rather to:
Create a "President's Advisory Board" for people to rotate off. This way the organization could preserve the history and keep people involved and stay connected
This resulted in a smaller board and different ways to allocate the work. They are now however, using term limits, because it provides a consistent mechanism to insure that they bring in new people and increase diversity.
IV. Holding On and Letting Go
An organization serving homeless women has been in existence for more than 25 years. They have grown substantially and raise more than 4 million dollars each year in contributions. They increased the board to 33 members to enable them to achieve this ambitious fundraising.
This Board decided against term limits because they do not want to lose key members. They are concerned that insisting on a one year hiatus will result in the board member losing interest in the organization.
In place of term limits, this organization put in place the following policies and procedures:
- The board has stringent expectations for financial commitments (not fixed), meeting attendance and committee participation.
- At the end of each members term a board leaders has a heart-to-heart conversation to see if the member wants to renew. "It doesn't always work, but it works often enough."
- At times, they may ask a board member who is stepping down, to encourage another member to do the same
- If they need room on the board for a new member with needed expertise, they will amend the by-laws to increase the size of the board.
Questions and Comments from the Audience
- One organization that has term limits allows members to attend meetings in the year off.
- To manage without term limits you must have a Chair willing to have one-on-one conversations with members about their commitment.
- A compromise way to institute term limits could be to change the bylaws to incorporate term limits, and institute a grandfather clause so that those that current members will not be affected
- Term limits reflect a failure of management. You need to keep people on the Board. The ones that stay on the longest are often the most useful.
- Term limits can also result in loss of high-profile Board members who bring significant resources to the organization.
- Consider voluntary term limits a member may be asked, but not compelled, to step down.
- Have those leaving speak with others who should also end their time.
- Have a mechanism for the Chair or Governance Committee to have a conversation with each member once a year. Discuss what the member likes and dislikes about being on the Board. If they are not happy, this would be a good time to talk about it.
- There is a possibility that the "dead wood" is not dead. They could be shy, turned off, or not educated about their responsibilities. Before judging, have the conversation.
- Educate the Board on their responsibilities so that they know what is to be expected of them, and that they will be reviewed against these expectations
- Cluster recruitments so that new Board members have partners
- Bring on new members for a trial period -- one year -- and then have a conversation
- Start a Junior Board as a training ground