The board should establish clear policies and procedures setting the length of terms and the number of consecutive terms a board member may serve.
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Introduction
Every charitable organization should determine whether its best interests are served by limiting the length of time an individual may serve on its board. Some organizations have found that such limits help in bringing fresh energy, ideas and expertise to the board through new members. Others have concluded that term limits may deprive the organization of valuable experience, continuity and, in some cases, needed support provided by board members. They believe organizations should rely solely on rigorous board procedures for evaluating board members and removing those who are not able to fulfill their governance responsibilities effectively. Some family foundations may decide not to limit board terms if their donors expressed a wish that family members continue serving as long as they are willing and able.
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Organizations that do limit the terms of board service should consider establishing a staggered term process that provides a continual flow of new participants while retaining a cadre of more
experienced members. Many organizations find it useful to establish policies making board members eligible for reelection after taking a year or more off. It is always valuable to find ways in which members who have completed their service can continue to be engaged in the organization’s programs and services.Organizations that choose not to limit the terms of board service should consider establishing a regular process whereby the board reaffirms its commitment to this approach and members actively indicate their desire to continue serving on the board. Some organizations create an alumni council or honorary board to provide an easy option for board members who feel it is time to leave active service but still wish to be involved in the organization. Others specify the age at which a member must retire from the board.
Whether or not the organization establishes board term limits, it is always helpful to have a process for involving prospective board members on committees or task forces until there is an appropriate opening on the board.
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Core Concepts
- Term limits provide natural turnover on the board.
- Staggered term limits prevent the entire board from changing at the same time, providing a way to preserve institutional memory.
- Term limits should be enforced in a systematic manner.
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Legal and Compliance Issues
- The bylaws should define the length of terms and the number of consecutive terms a board member can serve.
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Legal Background
There are no federal or state laws or regulations limiting the length of time an individual may
serve on the board of a charitable corporation. Some state laws establish the length of a term
of board service if such terms are not specified in the organization’s articles of incorporation or
bylaws, but they do not limit the number of terms an individual may serve. Trust laws in all states permit trustees to serve as appointed without any limitation on the term.(From The Principles for Good Governance and Ethical Practice: Reference Edition,
Published in 2007) -
Discussion Points
These questions – from the Principles Workbook (PDF) – are intended to prompt discussion about the principle, assess the polices and practices of your organization, and encourage your organization to take steps to identify where improvements should be made.
- What are the pros and cons of term limits? What is best for our organization? How well is our current system working?
- If we have chosen not to adopt term limits, what safeguards have we adopted to assist us in maintaining a full board of actively engaged members?
- What is our process for evaluating and removing individuals who are not fulfilling their responsibilities?
- What can we do to keep board members who have completed their board service engaged in the organization’s programs and services?
- As part of our recruitment process, what can we do to involve prospective members on committees or task forces?
- How do we acknowledge and show appreciation for those who have served the organization?
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Resources for Principle #17
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Related Principles
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Supplemental Materials
