Wednesday, June 23, 2010

How Many Board Members?

This is a question that came up in a conversation last week, and from time to time; "What is the appropriate size for a nonprofit board of directors?" Related to that question is, "Does it need to be an odd number?" and "Is it okay if we run on fewer for a while?"

The generally accepted number for most small- to mid-sized nonprofits is 9-14 members. Any fewer and you will burn out your members quickly with multiple duties, have difficulty making a quorum when even a couple of people are ill or out-of-town, and you will fail to build in new leadership development into your regular board activities. Many more than that and meetings can get bogged down in side conversations, factionalization, and members will begin to feel that they're no longer contributing or making a difference.

Many larger nonprofits do have large, 30-member boards, but upon closer examination, they're not typically the true governing body. These larger boards serve more in an advisory or fundraising or even just a visibility function, with the real work being done by a more manageable governing or executive board.

Another typical bit of generally accepted knowledge is to keep your board to an odd number of members. This is supposed to help you avoid repeated tied votes on important issues. Personally, however, I feel this is ridiculous advice that misses potentially much larger issues.

First of all, having an odd number of members is no guarantee of how many people are at any given meeting, as there's almost always going to be at least one absence. And, seriously, how many times has your nonprofit board been stuck in a tied vote on an important issue? If it is more than once, I'd say your problems run far deeper than simply having an even number of board members.

Not that every vote should be unanimous - that's an equally dangerous situation to be in, good decisions are made after examining an issue from all sides, and dissent on a board should be welcome. But a board that's so divided as to have frequent stand-offs, preventing decisions from being made, is clearly lacking a strategic direction. And if the board has no agreed upon direction, how is staff accomplishing the mission, if a mission is even agreed on?

The final part of the question usually comes up when the bylaws of an organization specify a number of board members (usually a range, say 10-15), but they currently are either down to four or up to fifteen.

The higher-than-allowed figure may have resulted from a merger, bringing two boards together, or, occasionally, from considerable good luck in recruiting several talented people all at once. The new larger number is okay, if it is recognized. It is important to be operating within your bylaws. To fail to do so could bring trouble later, if board decisions are questioned on legal grounds.

A temporary resolution recognizing the larger number for a specific period of time should do the trick. Or, if you are comfortable with the new number, a permanent change in the by-laws might be warranted.

A lower-than-allowed figure is far more problematic, and like the board with repeated tied votes, likely a sign of far deeper problems that require immediate attention. This board needs to take an honest look at what they're doing wrong. Has the mission become irrelevant? Are the expectations placed on board members too onerous? Is the board leadership out-of-control and chasing good people away? Are other unaddressed issues (poor finances, staff trouble) scaring away the liability conscious? Is the current board simply too overwhelmed with other issues to do any recruiting?

The bottom line here? The rule of thumb is that 9-14 members make a manageable board, just be sure you are operating within your by-laws. Beyond that, large fluctuations in the number, factionalization that impedes progress, and inability to recruit new members are all signs of deeper trouble that needs to be addressed before you will ever accomplish your mission.

1 comment:

  1. I agree. This is a good number of Board Members - activitly engaged ones that is. I've worked with Boards with as many as 30 - 40 and as few as 7.

    Steve Hoffman

    http://yourmostvaluableasset.blogspot.com/

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