The Never-Ending Board Story: What to do when a director stays on the board for way too long.
Jan 21, 2025
Here’s the story:
I am the Executive Director of a small nonprofit, our board doesn’t have term limits, and there are directors who have been on the board for many, many years. One of these long-serving board directors is extremely opposed to term limits, because, in his words, “this organization is my life”! This individual is very ego-driven, does not make positive contributions to the board, and he’s causing problems with some of our important partnerships. I’ve added some great new directors to the board to shift power dynamics, and I was able to set term limits on officer roles, but I can’t get the board to budge on term limits. It’s been years, and this long-serving director still will not leave the board. The organization needs new blood!
And here’s my take:
It’s a drag to be stuck with board members who are more concerned about their own interests than the wellbeing of the organization, and I can sense your exasperation with this issue! But while we may be tempted to focus on this individual director’s behaviour, I want to talk about your board overall; because term limits can be very important, and no single director should be able to prevent your board from adopting what is a very widely-accepted governance norm.
Understanding term limits on nonprofit boards
Before we dive in, I want to clarify some terminology. For our purposes, a ‘board term’ is the fixed number of years that a director can serve on a board when they are elected by the membership. Legislation may set standards for maximum term length, and in some jurisdictions, an organization can customize that term length in their bylaws. In most cases, it is possible to renew board terms, sometimes indefinitely, unless otherwise specified in bylaws. But it’s important to note that once a term limit has expired, ‘renewal’ requires a director to be re-elected by the membership.
Why are term limits important on boards?
The conventional wisdom in nonprofit governance is that we need term limits to prevent stagnation in leadership. The thinking is that if you don’t see enough turn-over in directors, the board could get stuck in a rut and the organization will suffer. I think there is some truth to this, but I don’t think it’s sufficient on its own to give us any meaningful guidance around why or how to make use of term limits. After all, some directors might be incredible, dynamic leaders that the organization will sorely miss when they leave. And if this is the rationale for board term limits, would it not also make sense to extend it to executive leadership? Should we set fixed limits on ED or CEO roles? Some people who’ve had to work with lacklustre leaders will say yes, others might disagree.
Nevertheless, I am a proponent of both term and renewal limits, but for other reasons. Aside from the obvious legal requirements that may exist, I think that limiting the amount of time any individual can serve on a board of directors helps to ensure accountability and sustainability in governance. The longer someone serves on a board, the more influential they become in that space, and in my experience, too much influence from any one individual can become a constraint on a board's ability to function well.
And boards that become reliant on individuals, rather than roles, are less likely to build up the infrastructure they need for growth and sustainability. If Bob always manages the board evaluation, why bother codifying the policy and practice? If your chair never plans to leave, why bother with succession planning? This can create a capacity trap for organizations, and it can lead to significant destabilization when people do leave - because they always do, eventually.
How to transition a long-serving director away from the board
But you already knew all that, and that’s why you’re so frustrated with this director who refuses to accept the need for term limits. So what can you do in this situation to get that director off your board? There are a few approaches that you might try, and only you will know what combination will be most appropriate for your context.
I trust your assessment that this person is ego-driven, but I always try to approach tricky governance issues with compassion and empathy. One effective approach that reduces interpersonal friction is to create a new leadership role for this individual outside of the board. Maybe it’s to lead or sit on an ‘advisory committee’ or a ‘founders circle’. I’m not a fan of creating committees to satisfy the egos of individual board members, but this can be a nice way to steward relationships with long-serving volunteers. Alternatively, inviting the individual into a mentorship role, where they step off the board but mentor new directors, can be a meaningful way to segue away from the board. The consideration here is that this is someone who clearly wants to stay connected to the organization, and ostensibly, holds a lot of institutional knowledge. It may be possible to find a mutually beneficial arrangement here, if you are able to set aside your own frustration with their behaviour.
Of course, those options may not be feasible or they may not work for your situation. So I advise you to review your organization’s bylaws and governing legislation. Are there requirements for term limits that are not being followed? Legal compliance is often a good motivator for boards to make changes. And if your bylaws are out of date, a full refresh is a good opportunity to bring in term limits without making it about the term limits, per se.
When you look at your bylaws and legislation, you might find that even if there are no prescribed renewal limits, there are likely term limits. Which means that any long-serving directors need to be re-elected periodically. The board or membership have discretion here to not re-elect this individual. And if the board won’t act, a member can likely initiate a vote on updating the bylaws with term and renewal limits at a membership meeting. This feels very uncomfortable for many organizations, because it’s confrontational. But I think that’s the real problem here - your board has chosen to avoid term limits because it allows them to avoid conflict.
The real problem on nonprofit boards is conflict avoidance
It’s easy to focus on the one individual with problematic or frustrating behaviour. But the truth is, boards are not a barrel of apples. One bad director doesn’t spoil the bunch. How many people are on your board? I’m willing to bet there’s enough to outvote this one director. So the truth is that your entire board is complicit in this problem - they are enabling this situation to continue. Maybe the other directors don’t understand, or aren’t bothered by the situation. But more likely, they are just conflict avoidant.
The fear of stepping on toes, causing rifts with supporters and donors, and damaging relationships frequently holds boards back from fulfilling their governance role ethically and effectively. Ultimately the board needs to do what is best for the organization, and find a way to manage the interpersonal dynamics involved. If you can find an ally on the board, adding a simple motion on the next board agenda to discuss the issue is a good first step - it forces the board as a whole to acknowledge that the issue exists.
It’s important to remember that many board directors don’t have strong governance literacy, and may simply not know what to do. Drafting up a few scenarios that can resolve the problem, with a risk management plan attached, can do wonders to move the board to action. It reframes the issue from ‘ignore vs. act’ to ‘choose which path is most appropriate’. And if all else fails, having an external advisor point out the problem and suggest solutions can sometimes be the impetus that boards need to act (frustrating, I know!).
How to make term limits work for your nonprofit board
So once your board has agreed to implement term limits, where do you go from there? Procedurally, you will likely need to revise your bylaws, which may involve a membership meeting. Check your bylaws for details on how to manage this process. If your board is not in compliance with your governing legislation, it may take precedence until your bylaws are updated. Getting legal advice might be a helpful place to start.
From a policy perspective, there is no magic number for term or renewal limits that works for every organization. Focus on the overall governance system and what will be functional and sustainable for your board. Personally, I favour one-year terms, renewable up to six times, with the potential for limited renewal extensions for officer roles. One-year terms can make your board more accessible to younger people or caregivers who may not be able to make a longer-term commitment, it means that you don’t have to live with directors who aren’t a good fit or whose capacity has shifted, and it helps to create a good board stagger. I have seen one-year terms work very well in practice, because most people choose to renew their term, but some people worry about high turnover and the burden of annual recruitment with this arrangement. In that case, a two-year term might be a good compromise.
Big Takeaways
- Term and renewal limits help ensure sustainability for your board, and can prevent unwieldy power dynamics from forming among directors.
- Creating governance roles outside of the board can provide opportunities to transition directors off the board, while stewarding long-term volunteers and retaining institutional memory.
- One ‘bad apple’ can’t spoil the board, unless the board chooses to be complicit in problematic behaviour. Conflict management skills are essential to strong governance.
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