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Board Members Who Go Missing
One of the most vexing problems for almost any nonprofit board is how to deal with those board members who are on the board but never show-up for meetings. While I’ve witnessed lots of humorous exchanges about these board members, the fact is that there is really nothing funny here. Board members who don’t show-up suggest to others that they are working from a different set of expectations, that board service for your organization is not a serious commitment, and that your bylaws probably aren’t being followed. Perhaps most troubling is that these individuals are occupying a seat (though not physically!) that could be better filled by someone who could make a real contribution.
What brings this tirade to mind is an exchange I had with a client today about their bylaws and dealing with absences. In this case, I thought their bylaws really worked quite well. Take a look:
Section 7. Absence. Any officer or Director who is absent from two consecutive meetings or three nonconsecutive regular meetings of the Board of Directors during any twelve consecutive month period shall be deemed to have resigned from his or her position as officer or director.
While the number of meetings could easily be adjusted to better fit your board, I think the concept is a good one. Too often bylaws are structured to activate a process where the board must vote to kick the board member off the board after the absence threshold has been met. This rarely happens. Here, it happens automatically. If the board wants to keep the person on, they can discuss it and vote to “reject” the resignation. That is certainly a more positive discussion.
The topic of dealing with absentee board members could fill several blog postings (if not a book), but I would suggest that you consider adding wording like the above to your bylaws and that you make sure every board member is well aware of the commitment involved before they join the board. I also encourage you to put some thought into how you communicate with board members who miss meetings before they get to this point. A little bit of communication early-on can head off a lot of frustration and difficult conversations later.
I would love to hear your own thoughts on any successes you’ve had in dealing with absentee board members.
March 14th, 2007 at 5:48 am
A technique that I have recently used as a Board Chair dealing with individual board member performance is an annual individual board member self-assessment survey. The survey goes out to each Board member and solicits their own estimation of their board performance with respect to understanding of mission, preparation for meetings, participation in meetings, attendance at meetings, participation in board education, and other categories that show up in our Board member job description (another useful tool). The survey also asks each Board member to comment on how the Board member believes he/she can most improve future performance. The survey results will be used by our governance committee. Survey returns indicate that this is a constructive, non-confrontational way to cause Board members to reflect on their performance, including attendance, remind them that they do have a level of accountability, and in some cases reflect on whether continued Board service is the right way to go for that individual. A chronically absent board member might not even return the survey, which is yet further objective information for the nominating committee. This is this Board’s first step toward a formal individual board member performance assessment program.
March 14th, 2007 at 7:43 am
For more on board member self-assessment, see the earlier posting here: “Board Member Assess Thyself.”