When Board Loyalty Collides with Good Governance
Six Minute Read
Board members who care deeply about their organization’s mission and remain committed for many years are a wonderful gift. But sometimes that very commitment creates a challenging governance predicament.
Consider this situation: Your organization has several board members who have served in leadership roles for more than a decade. They are good people. They care about the organization. They have given generously of their time, energy and financial resources. This is what you want, right?
Several years ago, however, the organization amended its bylaws to establish term limits and now several board officers and directors have exceeded their terms… and they apparently have no sense of urgency about rectifying the situation.
Bylaws Aren’t Suggestions
Bylaws are more than just nice things to do. They are the rules the board has adopted for how it will govern itself. When a board discovers that its practices are inconsistent with its bylaws, the issue should not be ignored simply because things seem to be working reasonably well.
It’s also not a time to cast blame but rather ask a couple of smart questions: “Now that we recognize the situation, how do we bring our governance back into alignment with the commitments we have made?” “How do we ensure that we’re really upholding our fiduciary duties of loyalty, obedience and care?”
Honor the People While Addressing the Problem
Long-serving officers should never be treated as though their years of service have become a liability. Quite the opposite. These are often people who have carried an organization through difficult seasons, attended countless meetings, supported the Executive Director, and remained faithful when others came and went. That deserves gratitude. But gratitude and good governance are not mutually exclusive.
A board can say: “Thank you for the extraordinary leadership you have provided.” And, at the same time: “Our bylaws now require us to transition to new leaders.” Succession is not a rejection of someone’s leadership. Done well, it can be one of the final “laps” of a very long and meaningful race.
Bylaw Issues May Be Revealing a Bigger Problem
When the same directors have remained in the same positions for many years, another question is worth asking:
“What can we do going forward to ensure that we’re always prepared for leadership transitions?” That question will uncover that disciplined systems need to be established and followed. Most likely it will reveal that the recruiting processes have been more focused on filling vacant seats rather than developing future leaders. Or that the Executive Director has become the de facto person to find future board members and provide much of the organization’s strategic leadership.
Don’t Panic. This is Relatively Common
A talented Executive Director will identify issues, develop strategy, propose direction and bring recommendations to the board. The board responds, “Good work, thanks!” Wonderful, right?
Right?!?
Now we have a fiduciary body that is “rubber-stamping” strategic thinking and direction that they’ve not created. Thus, their sense of ownership and commitment to carry out that strategy will be lacking.
“Rubber-stamping” like this will erode the “leadership muscle” of the board. It might feel good for the short term, but the long-term effects can be highly damaging to the organization, because the board is not exercising leadership of its own.
Don’t Wait for the Next Election
Back to the bylaws situation: When officers have already exceeded the limits established in the bylaws, the time to act is now. Here’s a “road map” to build board leadership “muscle” and properly address the issue:
- A board governance committee or small task force should review the bylaws and confirm exactly what is expected regarding term limits, elections, vacancies, etc.
- Their findings should be discussed with the board’s executive committee
- Next the entire board should discuss and then decide how to best rectify the situation.
- Thank the board members who are out of compliance with the bylaws. Honor their service. And explain clearly that the organization’s governance needs to be aligned with its approved bylaws.
- Don’t ask whether they believe it is time for a transition. If the bylaws require it, that question has already been answered.
- Ask “How can we make this transition in a way that honors those members and their significant contributions… and prepares the next generation of board leadership for success?”
Don’t Just Fill the Empty Chairs
When boards realize that new officers are needed, there is a temptation to ask, “Okay, who is willing to be chair?” That is not succession planning! It’s seat-filling.
To be clear… this harms the board, its culture and the overall organization!
Don’t start recruiting with “who” you know, start with “what” kind of people will most strengthen the board for this next season? Yes, it’s about replacing the other board members, but much more importantly, it’s about building the governing strength and leadership of the board.
By asking the question (previous paragraph) you determine what is needed most next? Is it: Emotional maturity? Strategic thinking? Ability to facilitate difficult conversations? Generous people with deep pockets? This is a vitally important strategic discussion that takes a bit of time… and yields remarkable results.
Remember… “what” first, then “who.”
A similar process can be applied for board officers. By the way, if you do this, and don’t have quality names to succeed into the board leadership roles, you don’t simply have a succession problem. You have a recruitment process problem.
A Challenge, Yes, But Even Better… It’s a Gift
Discovering that your board is out of compliance with its own bylaws can certainly be uncomfortable, but it can also create an opportunity. The conversation should not end with electing new directors or officers.
It can become the beginning of a much more important board conversations, like: What kind of board will this organization need five years from now? Where will its next generation of leaders come from? Are we intentionally developing them? And is the board truly governing, or primarily rubber-stamping the executive director’s recommendations?
Sometimes bylaws force a conversation an organization should have been having anyway. Never waste an opportunity to strengthen your governing “muscle” and the board’s leadership capacity. And in the process, honor the leaders who brought you this far.
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