Hello all,

It’s another entry of the “Nonprofit Answer Man” column! I love getting questions from you and I do my best to answer as many as I can. This email came in this week and I think it gets to some tactical questions that many boards have. I asked her if I could publish her question here and she agreed.

Here’s the email:

Hi Erik,

I am the board president of a small nonprofit board. I inherited some bylaws that call for two-year terms renewable up to four times (so someone could serve up to 10 years).

I want to change this to a maximum of two 3-year terms. My struggle is the mechanics of transitioning from where we are currently to this new approach as we have board members in their first, second and third terms.

In addition, we are likely to add a couple of board members “off-cycle” meaning mid-year, not at the start of a calendar year so we aren’t quite sure how to incorporate this situation and also to set up staggering terms.

Sincerely,

Renee

Let’s dig in!

I’ve dealt with bylaws and term limits a lot and I know they can be tricky. The key here is to avoid making people feel like they are being shoved off the board. Otherwise, a good idea gets tanked because it becomes personal.

You don’t want people to feel like you’re trying to change the rules to get them off the board, basically.

Here’s a rough approach:

Step 1: Create the container

First, let’s not put any names in yet. Start by creating a term structure. If you have 3-year terms, you should have three “cohorts.” One-third of the board seats are up in 2023, one-third in 2024, and one-third in 2025. And then people up in 2023 are up again in 2026. Same for 2024/2027 and 2025/2028.

If you have 9, 12, or 15 seats, this is easy math. If you have a number of board members that don’t divide easily into three, just add one or two “seats” wherever you need them until you get there. We can hold those for the “off-cycle” folks.

Step 2: Figure out which cohort each board member can fit into

That’s the structure you need to fill. Now it’s time to put names in. This is almost more political than anything.

The easiest way politically to handle this is to deem everyone in their first term of the new system. But, based on your current term structures, that might not be what you want.

Another idea that might balance the need for turnover versus the need to assuage feelings is this: pledge that no one will be term-limited off the board than they would have otherwise.

So, for example, a board member who has served six of the possible ten years would be slotted into a cohort that would be up in 4 years (finishing a term in 2023 and then starting a 3-year term that ends in 2026). A board member who has served four years so far, would get to serve another full six. Etc.

Something like that. You can probably get most of the people into one of those cohorts without ruffling feathers. It’s the kind of thing that will help people accept the plan.

Go slow and folks shouldn’t feel targeted.

The goal is to end up with something like that looks like this:

(The Excel spreadsheet that I used to create this screenshot is available here
if you’d like to grab it for your own planning purposes).

Step 3: Dealing with “off-cycle” members

Then, when you add off-cycle members, assign them to a cohort. If they join now, they are in the 2023 cohort, but they still get two full terms ahead of them. So they end up serving 6 years and a bit. Or, if someone resigns or leaves midcycle in the future, they can fill into that person’s “seat.”

Consider language about serving a maximum of 8 years or something like that. Or “two full terms” maybe. It might allow someone to come on “off-cycle” serve a year or two, and then serve their two full terms.

A final question as you’re looking at your bylaws: Can people come back?

Consider language about when someone is eligible to come back to the board. “Board members can be invited back onto the board after a minimum of one year off the board” or something like that.

It could be longer! But otherwise, no board members would ever be eligible to return, and that doesn’t necessarily make sense. You might want the option, even if it’s rarely used.

I hope that helps, Renee!

Sincerely,

Erik Hanberg