Situation
To accommodate every geographical area, the bylaws of a national organization gave each chapter a seat on the Board. All past presidents are also included on the Board as voting members. As a result, the Board has more than thirty-five members, spread across Canada.
Potential Damage
With so many Board members, travel costs make Board meetings prohibitively expensive and therefore infrequent. Involving Board members as full and equal partners in decision making is a challenge, and most members end up on the sidelines. The large size also makes it difficult for the Board to perform meaningful oversight of the Executive Director or respond decisively to challenges that require prompt action. Although the Board is technically the governing body, decisions end being driven by a small committee of Board officers. The result of all of this is that mistrust can develop and factions may form.
How Do We Intervene?
Over the immediate term, plan activities to engage all Board members in meaningful debates and consensus building, such as committee and task force work or small breakout groups during meetings. Prior to meetings, use electronic means to engage members in dialogue and consensus building on key issues. At meetings, ensure that formal presentations and reports are kept brief to avoid the lecture-mode that makes it easy for people to tune out. If the above measures are taken, the need to downsize the Board may be reduced.
Over the mid or long term, a form of restructuring may need to be considered to enable the Board to govern effectively and efficiently. You may want to consider instituting two deliberative bodies: (1) a smaller Board that meets regularly, and (2) a large assembly of delegates that meets annually or semi annually. Restructuring options should be considered carefully so the advantages of a larger Board with broader representation are not lost. If such options are to be pursued, prepare the appropriate bylaw amendments in consultation with Key stakeholders.
Note that a Board should be large enough to benefit from broadly based input, yet small enough to allow timely progress. A Board size of between six and fourteen members is suggested. Also, terms of office for Board members should be long enough facilitate rotation and renewal and avoid stagnation. To force Board renewal, some bylaws limit the number of consecutive Board terms that a person can serve. If term limit bylaws are included, they should be flexible and permit waivers in exceptional cases to avoid the forced loss of members who are at peak performance.
