Setting Limits for Length of Board Service

You Asked: We seem to have an “old guard” and “new blood” on our Board. It’s obviously just a matter of time before the power shifts to the new members who want to breathe new life into the Board and the whole organization. I think this is unnecessary pain we’re going through. How should a Board handle the length of time a person can serve on a board?

Answer: First of all, it’s not necessarily the “old guard” that causes the problems that boards can have. People who have been around a long time can also accumulate wisdom and keep the organization on course. They don’t only hold to blind obedience to harmful tradition.

Still, the problem you raise is a common one for the same reason that many other problems exist. Boards don’t deal with problems until they occur. The solution to the problem of board members dying but not retiring should be solved before there is a problem. That is done in the Board Governance Manual, if it hasn’t already been covered in the bylaws by the members.

The most common and healthy arrangement that I recommend is one where board members can serve for two consecutive three-year terms and then leave the board for a minimum of one year. This helps both the board member and the Board itself.

Being a board member is hard work. After serving for six years a board member who wants to leave the responsibility to others should not be made to feel like he or she is deserting the ship. The required year out eliminates that sense of obligation. On the other hand, the Board doesn’t have to ask a weak member not to continue service either. The required year out makes it automatic. The arrangement has benefits for both the board member who wants to leave, and the Board who wants new blood.

Sometime boards have an upper age limit. I am less impressed with this arrangement, because it implies that older board members shouldn’t stay. Sometimes it is those with a long history and accumulated wisdom that can be the best source of sound governance. Age limits sometimes exist instead of the practice of the mandatory year out, but it’s a poor substitute.

Sometimes also we see boards inventing ways to keep board members on who should be leaving. Boards create honourary positions or approve exceptions to the governance policies to circumvent what has been predetermined to be good for the organization.

Life goes on. Even good, strong, wise board members should be able to leave gracefully, giving way to young, green ones who also need to learn to make personal contributions to the organization. Remember, it’s a physical impossibility to have only experienced board members join the board. Who is going to train the board members of the future?

Set some sound succession rules and follow them. That will prevent the “old boys club” from abusing power and will allow for the graceful exit of those who want to leave. Revisit you Board Governance Manual. The answer should be contained there.

Here’s an example of what the policy could look like.

Election of Board Members

Board members shall be elected at the Annual General Meeting and election shall follow on a simple majority vote of the members. The term of office of the Board members shall be two (2) years.
Note: You may choose to include a Nominating Committee as part of the election process.

4.7.3 To ensure continuity of governance, half of the Board Members shall be elected each year.

4.7.4 A Board Member may serve for three (3) consecutive terms, after which the Board Member shall step down for at least one (1) year before being eligible to serve for a final three (3) consecutive two-year (2-year) terms.

4.7.5 No Board Member may serve more than six (6) two-year (2-year) terms.
Note: Some Boards may prefer two 3-year terms, but in both cases, the maximum service may not exceed 12 years.

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Les Stahlke, President/CEO
GovernanceMatters.com Inc.