Extending Board Terms
By Bob Harris, CAE
An association relies on its board to govern. It sets the vision and advances the mission to best position the organization and serve its members.
Through the pandemic, some directors may have reasons they can no longer volunteer. Concerns about jobs, business survival, health and family come first.
It is logical if board members request an absence from leadership duties. Bylaws often allow for some excused absences, which may solve the problem.
|“You don’t want to lose a quorum.”|
There are other solutions to prop-up the board. Some of the remedies are intended for dire situations; they are not to appease a director who simply wants to stay on the board.
Terms limits are described in the bylaws. Consider relaxing the term limits during an emergency to allow willing directors to extend their service.
The process for nominations and elections have been interrupted by cancelled conferences. Without a slate of nominees, ask directors scheduled to roll-off the board if they would serve another year, or until an election and replacement can be found. You don’t want to lose a quorum.
During the pandemic and uncertainties, the extended terms could apply to their entire board, or just to the few vacant seats.
“For continuity during this situation, it would be OK to maintain the existing leadership team, depending on their effectiveness. Extending terms could be an option if the board has missing directors,” said Bill Pawlucy, CAE, founder at Association Resources.
Enlist Past Presidents
If directors are missing, call on past leaders who have been effective, especially past presidents. You want experienced and competent volunteers making governance decisions.
They can be asked to listen in and advise the board (sometimes called a “rusty trustee”.) Leaders with experience may be willing to accept an appointment to fill a vacant seat.
This may be the time to tap desired future leaders. Most organizations know who their influencers are that would be beneficial to add to the board. Turn to the association’s emerging leaders and young professionals. Be sure to enlist a board reflective of its membership.
Galvanize the Team
The current board of directors will be remembered for how they responded during the crisis. It requires the board be innovative and strategic.
At the California Association of REALTORS®, chief elected officer, Jeanne Radsick of Century 21 Jordan-Link in Bakersfield, said people have asked if her leadership year was marred by the pandemic.
She said this is an opportunity of a lifetime. Her team quickly mobilized to help members get through the challenges. This is a chance to make lasting association improvements and be indispensable to the membership.
Board meetings have transitioned to remote platforms. By now directors are familiar with video platforms and know the importance of using their cameras and other features.
For efficiency, reduce the agenda, foregoing the usual reports and updates, to focus on urgent issues. A 30-minute on-line meeting may have better results than a 2-hour call where members are distracted or drop off.
Be sure the board has empowered the executive committee to act as needed and in accordance with bylaws. Authorize the association’s CEO to make decisions within their purview without micromanagement and second-guessing by the board.
Check with legal counsel before waiving bylaws. Be certain to document the rationale for such actions to maintain transparency with the membership.
# # #
Note: Bob Harris, CAE, provides free governance tip and templates at www.nonprofitcenter.com.