Should You Waive Bylaws to Keep Wealthy Trustees on the Board?

Vol. 15 No. 3

trustees eletter vol15 no2 trusteetalk

The Chair of the Committee on Trustees has proposed expanding the Board by asking several wealthy members to continue their terms indefinitely. The goal is to “keep them actively involved with the school.” However, the Board’s bylaws specify that, at the end two consecutive terms, a Board member must sit out for one year.

The Chair believes that having these Trustees directly involved as Board members is critical. The school plans to kick off the silent phase of a multimillion-dollar capital campaign this school year, and the strategic plan calls for another campaign four years later. Keeping them on the Board is bound to yield larger gifts, she feels.

As Board President, several dangers occur to you. First, of course, is acting conversely to the bylaws, created explicitly to provide guidance for the Board. It is not advisable to set precedents and create policy “on the fly.”

You’re also concerned that these members will be taken for granted. Will the Major Gift Committee assume they will automatically make leadership gifts? You know that contributions of the size required to ensure the campaign’s success are never “automatic.” Will these donors get the necessary stewardship if they remain on the Board?

You’re also concerned about the potential for insulting these supportive people. It will be obvious to them why they have been invited to continue on the Board. Will they feel they’re seen solely as “checkbooks,” and the other contributions they make—and can make—are not valued?

Finally, you see a danger in the future. Over time, these “extra” Board members will become less involved, and will gradually slip away. If a crisis occurs, will they feel they have a duty to return? It would be difficult to turn them down. However, understanding all the nuances of a crisis is not easy, even for those actively involved.

The Board and administration’s work in addressing the crisis might be delayed as these people are brought up to speed. In addition, because of their economic clout, their voices might carry a disproportionate weight in the discussions.

In sharing these concerns with the Chair, you point out that, even if they are not serving on the Board, these individuals can still be kept closely involved with the school during their year’s hiatus.

The goal is to deepen their leadership opportunities and keep them involved with the school’s goals in a meaningful way. You as the Board President and the Board Chair develop several strategies.

  • They can serve as members of Board committees and can continue to serve in that capacity. One of the school’s goals is to build participation and involvement by including non-Board members in the committee structure.
  • If the Board member is the Chair of a committee, he or she can simply be given the title of Co-Chair and serve jointly with a current Trustee. (A committee should always have a current Board member as Chair or Co-Chair.)
  • If this person is not a member of the Major Gift Committee, consider whether he or she might be a valuable addition.
  • Use this person’s leadership skills by having him or her fill a position on the Annual Fund Cabinet for a year or join the Committee on Trustees or the Head Support and Evaluation Committee.
  • Look for ways this person can serve as an advisor to the school and the Board, based on his or her skills and interests. For example, you might ask this person to join the Feasibility Study Committee for the next capital campaign.

These approaches eliminate the pitfalls, honor the bylaws, show these Trustees that you value their time and talents, and avoid setting an unfortunate precedent.

Additional ISM resources:
The Source for Trustees Vol. 13 No. 4 Re-recruiting Experienced Trustees
The Source for Trustees Vol. 12 No. 10 Profiling Your Board for Wealth
The Source for Trustees
Vol. 10 No. 8 Encouraging Ideal Trustees to Serve Again

Additional ISM resources for Gold Members:
I&P Vol. 29 No. 12 Board Profiling: A Structure Approach
I&P Vol. 41 No. 10 Nine Characteristics of the Responsible Trustee
I&P Vol. 40 No. 15 Revisit Your Bylaws: How Strategic Are They?

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