It is best practice in nonprofit governance to have term limits. Our experience as consultants has been that many of the most severe problems have come from Board members who have stayed too long as well as other factors that good bylaws can address. One of the ways to prevent Board members from staying too long is to institute term limits.
There are many benefits to having term limits. Term limits should be written into the corporation’s bylaws which provide written instructions on how the organization will be governed. By including term limits in your bylaws, you can help prevent issues that arise from Board members staying too long.
One thing that happens when you do not have term limits is that Board members who are appreciated for all that they have done for the nonprofit in the past remain on the Board because no one wants to ask them to leave. Often their peers on the Board feel bad asking them to leave because they have done so much for the organization and do not want to offend them by asking them to step off the Board.
From the long-term Board member’s Board members’ perspective, if they have served for a long time, they often feel they could use the break but worry that if no one steps up to fill the void, the work they have put into the nonprofit will go to waste. In other cases, Board members just do not want to leave, or it might be time for them to leave, but they do not realize it.
Here are a few tips on how a nonprofit can institute term limits without offending Board members:
- Allow for multiple terms, and then opportunities to come back on later. For example, if your Board has two-year terms for Board members, you could allow for three terms. So, the Board member would be permitted to stay on the Board for six years. This is generally an acceptable length of time for someone to serve as a Board member. Then, if the Board member wishes to come back later, they can do so after they take a year off, with that being specified in the bylaws. During the year off, the Board member could serve on a special committee of the Board, just not on the Board itself.
- If a nonprofit wants to allow founders to stay for the lifetime of the nonprofit, it may be written into the bylaws. This is not something that I typically recommend to clients. However, if this is the biggest boundary to implementing the term limits, then the benefits usually outweigh any future issues that may stem from the founder remaining on the Board. Also, it can be easier to manage one founder who remains too long than to manage multiple Board members who have overstayed and are ineffective.
- Create an Emeritus Board. This may also allow the founders and other Board members who have served on the Board for a long time to still serve and donate to the organization. Their status would shift from Board member to the honorable role of Emeritus Board member while reducing the level of responsibility required and keeping this person involved.
- Engage in succession planning. Put yourself in the Board member’s shoes. If you know that there is someone else who could step into the position of vice chair or chairperson, then you know it would be easier to leave. A Board member may be reluctant to leave if they do not have the reassurance someone will fill their shoes with the same level of competence. So, if you create a plan before the situation arises, the Board member will not stay on simply because they are concerned with who will take their position when they leave the Board.
- Diversify your Board. We often hear, “We don’t have an incoming Board chair because no one has time, so we are going to extend the term of the existing Board chair because no one can take over.” This often happens with a Board where the members are still working in their profession, so they have limited time to sit on the Board. A way to remedy this is to ensure that you have people on your Board who are working and not.
Building and maintaining a good, strong Board is the cornerstone to a successful nonprofit organization. Making sure that they continue to be motivated to work for you and your success is also key. Term limits can help you keep your Board fresh and motivated, which in turn helps in recruitment and engagement of incoming Board members. This can help you recruit the best people for your Board and to keep them engaged during their tenure, helping you to strengthen your organization.
