Tag Archives: bylaws

Selecting Board Size: How Big Should The Board Be?

It’s one of those questions that sometimes seems to sneak up on new organizations (and sometimes troubles existing organizations too): how many people should we have on our board? Board size can affect your organization’s effectiveness, so we need to get it right.

Make Sure You Have the Minimum For Your State

Most states require 3 directors minimum, and most of the others require just 1. This number is a minimum; your organization is welcome to have more directors. In fact, it probably should have more directors; 3 people will have difficulty managing all but the smallest organizations.

There are no maximums; some boards have memberships over 20 and even into the 30s. I think that’s probably too many for most organizations.

Goldilocks and Board Size

Just like Goldilocks found the three bears’ beds were too hard, too soft, and just right (and was awfully picky, seeing as she let herself in), I think there’s too big, too small, and just right when you set up your board. Both the bare minimum size and the 20-30 member board are probably not the right choice for most organizations. Something in between those extremes, somewhere between 7 and 15, is probably best in most cases.

A board that’s too small can cause problems. The value of having numerous board members is that different board members have different perspectives. Board members with varying perspectives see problems and come up with solutions in different ways, and that’s not something you want to miss out on. Small boards make it more difficult for a quorum to be present, and can lead to more tied votes if you have an even number present.

Small boards may also have trouble staffing committees within the organization. Committees are not required, but they can help organizations address specific issues in the organization. Committees, whether permanent or temporary, often work on finances, fundraising, membership, and other issues.

Boards that are too large can quickly become unwieldy. When a proposed action comes up, board members may want to debate the matter, and if ever board member wants to speak on an issue, and you have a large board…well, your meetings could get really long, really fast. In such a large group, it’s also easier for board members to become disengaged with their duties, figuring someone else will bring up or deal with important topics.

Odds or Evens?

I usually advise organizations to have an odd number of members on the board. The obvious reason for this is to avoid ties. Of course, this is not a foolproof method of avoiding a tie; someone could abstain from a vote or not be able to attend a meeting. Still, I can’t see planning a situation to foster tied votes, like boards with even numbers of members.

What If I Have More People Interested in Serving Than I Have Board Positions?

First, be grateful to have so many people interested in leading your organization! Many organizations, especially in the startup phase, would love to have this problem.

Second, I don’t recommend expanding the board to add everyone that’s interested. People get burned out on board service, move away, have other things come up in their lives…and they may need some time away from board service. Also, your by-laws may require board members to take time off after a certain time on the board. In those cases, you could wind up with more positions than board members very quickly.

Instead, I suggest having those interested people serve in other capacities–committees, volunteers, that sort of thing. You want to keep them engaged in the organization. As you need new board members, you can start with these folks.

Board size is one of the first big decisions a new organization makes, and for most organizations, using Goldilocks as our guide–not too big, not too small, but just right–is what we want to strive for when it comes to board size.

Questions to Ask Before Joining a Board

If you’re active in the community–or you’d like to be–one of the things you might have considered is the possibility of joining the board of a nonprofit organization. Joining a board can be a tremendous opportunity: you can develop leadership and management skills, serve a cause you care about, and build your professional network.

That said, board service is not for everyone. Even if board service is for you, not every organization and every potential board member are going to be a good fit. And if it isn’t a good fit, it’s a lot better not to join that board in the first place.

What do you need to know? Let’s start here:

1. Why do you want to join this board?

Board service has a lot of personal benefits. Board members can meet people and expand their professional and social networks, add valuable experience to their resumes, and develop skills. But if you’re primarily joining for personal benefit, you probably aren’t going to be that great a board member–you’ve got to care about the cause or about helping whomever the organization is helping, or you probably won’t be effective.

2. Are you interested in this cause?

There are a ton of great causes out there, but not everyone cares about everything equally. You might agree that literacy and protecting animals and sheltering homeless people are all worthy things to be doing, but you probably care more about some things than others. That’s okay! Different people will have different priorities. If you’re not particularly interested in the cause of a particular organization, do them and yourself a favor and don’t join. Instead, wait for an opportunity with a organization that does something you are really interested in.

3. Have you read the organization’s key documents?

I know that an organization’s bylaws and financial reports are not usually very exciting reading. However, before you commit to the organization, you should make sure that you understand what’s going on in that organization. At a minimum, you should read the organization’s articles and bylaws (would you play a game without learning the rules first?) and the organization’s latest financial statement; you can find a good list of materials (and some other good questions) here.

4. What is expected of you?

Different organizations require different commitments from their board members. Can you make most (if not all) of the meetings? Are the board members expected to do additional fundraising activities or other work beyond the board meetings? Are there committees that you’ll be serving on as well? If you don’t have the time, it’s better to know that before you join.

5. Is the organization ethical and compliant?

This may be harder to determine from the outside, but does the organization follow the rules? Those rules include federal and state law as well as the organization’s own by-laws (yet another reason you should read them). If an organization isn’t compliant with federal and state law, or if they can’t seem to follow their own rules as set forth in the by-laws, run. Now.

6. How are the relationships in the organization?

You certainly don’t need everyone in the organization to be the best of friends, but the board, volunteers, and staff should be treating each other respectfully and professionally. If the board and the staff are stepping on each other’s toes or are unable to deal with each other appropriately, this may not be the organization for you. I’d also suggest looking out for a lot of turnover in board and staff, difficulty keeping volunteers, and donor attrition as well.

7. Does the organization carry directors and officers (“D&O”) insurance?

It is possible that directors and officers of an organization may make mistakes running the organization. In some cases, this might lead to lawsuits. Organizations can take out D&O insurance in order to indemnify their directors and officers against defending those lawsuits and paying judgments. Generally, these insurance policies will cover errors, but not intentional wrongdoing. If an organization is leaving its directors and officers uncovered, I’d probably stay away.

8. Are the organization’s finances in good shape?

Remember the financial statement you looked at up in Question 3? Well, how does the organization’s financial health look? Here are some of the issues I’d look for:

  • Is the organization following appropriate accounting procedures, and does the organization get independent audits?
  • Does the organization carry adequate cash reserves?
  • How well does the organization meet its budget? If there are major differences, what happened?
  • Is the organization susceptible to cash flow troubles? Is there a way to resolve those problems?
  • Is the organization carrying debt? If so, is the debt load manageable?
  • Does the organization depend heavily on a few donors or major grants, or does it receive broad-based support?

If an organization’s finances aren’t perfect, that might not be a deal breaker. However, the organization should be aware of any problems and committed to resolving those issues.

9. What’s expected of you?

You’ve probably already considered the time commitment needed for board meetings, but the organization may have additional expectations. In addition to board meetings, an organization may have additional committees that you may be assigned to, and in some cases, board members also do some of the work of the organization (often known as a “working board”).

Also, board members are often expected to make some sort of financial impact on the organization. Sometimes, this is a direct donation. Other times, it might be a commitment to raise a particular amount of money from others. Can you afford the amount involved, or do you have the skills and drive to raise it?

10. What is the organization’s strategic plan?

Nonprofit organizations often engage in strategic planning, which is how the organization identifies its strengths, weaknesses, opportunities, and threats (the “SWOT analysis”), it’s mission, and all of the parts needed to achieve that mission. Strategic planning is more of a process than a task; organizations often make the mistake of doing the strategic plan–and then sticking it in a file cabinet somewhere. Not only should the organization be involved in strategic planning, but that planning should be regularly reviewed, and should actually be used to guide the organization.

If you’re interested in joining a board, don’t go in blind; make sure you know what you’re getting into and what you can expect from the experience. And beware the organization that isn’t interested in answering your questions–board membership is a serious commitment, and an organization should be happy to make sure that you understand that commitment.

Photo credit: Negative Space, via unsplash.com, licensed under CC0