March 21, 2022

3 Board Engagement Ground Rules that Prevent CEO Headaches

3 Board Ground Rules that Prevent CEO Headaches Before They Start When it comes to board engagement, an ounce of prevention is easily worth tons of cure! Nobody wants to police conflicts of interest, chase deadwood, or mollify tender egos. Instead, you want a board culture that supports dialog, learning, and good decision-making.

Here’s some good news. You can establish ground rules that eliminate or discourage the most common board behaviors that lead to board conflicts and better board meetings.  These guidelines let members know what’s required and the consequences of breaching them—Tuck the following three ground rules into bylaws, policies, and welcome packets to prevent headaches.

1. A Code of Conduct ANA Expectations

“Some members micromanage, and others aren’t fulfilling their commitment to make a cash gift every year.’

A board expectation list, or if you like formal documents—a code of conduct, lists specific board member duties and behaviors. The list identifies the behaviors board members agree to and what’s not acceptable.

Warning! If you don’t have an official code or expectation list, your board still has expectations about board service. The challenge is that these beliefs are unlikely to match the most effective and may even be very creative.

Without your nonprofit guidance, members determine what’s appropriate from experience and what they wish or to hear. For instance, your most challenging board member meets your board prospect and shares, “All you have to show up a couple of times a year.”

Headache Prevention

Develop an expectation list or code to create mutual expectations. Best Practice: Twice yearly, use the document as an evaluation tool.

How to Create a Code of Conduct or Expectation List
Encourage your board or a board committee to create a customized list of expectations. To help them shape the document, use some existing ones as examples. Here are two: the Governing Good’s Code and an expectation list from Philanthropy Daily.

2. Meeting Attendance Guidelines

“One member shows up late once every three or four meetings and leaves early.”

Meeting attendance guidelines define how board members handle schedule conflicts and what happens if they miss multiple meetings. Members who miss meetings hurt the organization by failing to share their wisdom and requiring updates that slow e-v-e-r-y-t-h-i-n-g. These individuals also miss the joy of meaningful service and offend their peers.

Headache Prevention

A board member misses two meetings in a row. Your attendance guidelines trigger your board chair to reach out. The member apologizes profusely and never misses another meeting.

Guidelines depersonalize responses to attendance issues. It’s not about Betsy or Joe. It’s about what’s best for the nonprofit.

How to Create Meeting Attendance Guidelines

Gather several attendance policies (Google “nonprofit board attendance policy examples”) and tweak them for your needs. Fold attendance expectations in your bylaws, code of conduct, expectation list, or a board policy as appropriate. Best practice: Establish them before you need them, i.e., when bringing on new members.

Here is one example of a board attendance policy from the National Center for Family Philanthropy.

It is expected that Board Members make every effort to attend Board and Committee meetings. Participation by telephone in case of emergency or illness is acceptable. If Board Members find they are unable to participate to the extent necessary, they should consider resigning from the Board. The Governance Committee will consult with individual Board Members as needed.

Note: If your proposed guidelines trigger board member removal, check with your bylaws and state, province, or government oversight group to ensure your plan matches any requirements. Don’t forget it’s a best practice to seek legal counsel before you involuntarily remove a board member.)

3. Terms Limits

“They’ve been on the board since the organization started. No one wants to ask them to step off the board.”

Term limits include two parts. How long a member services and when members can rejoin the board. The beauty of term limits is that they guide your nominating committee to find new supporters and, by their existence, inform reluctant-to-leave-board members of their service timeline.

How can you make term limits desirable and keep folks who love your nonprofit in the loop? Offer someplace better to go. Healthy people will welcome new ways to serve. You can ask them, for example, to join an advisory committee, to tutor you on a specific issue, or to head a task force.

Headache Prevention

According to BoardSource, 70 percent of nonprofits have term limits. If you’re in the minority, here are three more reasons for them:
1. Over time, nonprofits need change. Term limits allow you to tap new skill sets.
2. You miss opportunities to develop new major gift donors. (You do ask your board members to remember you in their wills, don’t you?)
3. You can always let the clock run out on difficult members and avoid the sticky wicket of having to ask them to leave.

How to Develop Term Limits

Collect several examples (Search “nonprofit board term limit examples.”) Adjust these templates to your needs. Here’s one example from the National Alliance of Mental Illness for affiliates:

The term of office of directors is three (3) years. Directors may not serve more than two consecutive full terms.

To govern, boards members need to attend meetings, engage in the agenda, and govern (not manage) nonprofits. Toxic behaviors demoralize and distract everyone from the tasks and give nonprofit leaders migraines. Your nonprofit may have bylaws, policies, resolutions, or guidelines to protect your organization and prevent destructive board behaviors.

Share this post with your board chair if you don’t have these guidelines or aren’t happy with the results. If you have board challenges that last 30 days or more, don’t hesitate to reach out for a chat to explore your options and ease your headaches. You, your board and the nonprofit you serve deserve better board meetings.

Karen Eber Davis

Karen Eber Davis provides customized advising and coaching around nonprofit strategy and board development. People leaders hire her to bring clarity to sticky situations, break through barriers that seem insurmountable, and align people for better futures. She is the author of 7 Nonprofit Income Streams and Let's Raise Nonprofit Millions Together.


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