Don't let bylaws get ‘dusty’

• Published date: 01 February 2018
• DOI: http://doi.org/10.1002/ban.30630
• Date: 01 February 2018

B&A For Board Members

DOI 10.1002/ban © 2018 Wiley Periodicals, Inc., A Wiley Company • All rights reserved

Process builds a self-correcting board

The concept of a “self-correcting” board is

simple yet powerful. On a self-correcting board,

the board’s leadership and veterans nip undesir-

able board behavior (such as role confusion) in the

bud before it gets out of control.

To develop a self-correcting board, begin at

orientation of new members. Often, new mem-

bers lack board experience, and specifically

they lack experience in how your board oper-

ates.

During orientation, new board members should

be provided with a flowchart of the organization,

information about the budget, information about

fellow board members, the organization’s bylaws

and quick and easy-to-read literature about how

to serve on a board.

New members should sit down with your

administrator to review nuts-and-bolts informa-

tion about the organization (such as size of the

organization and staff, budget and staff respon-

sibilities).

Once board members have been through orien-

tation and understand concepts such as who does

what, it is easier for the board to have discussions

in this area.

Board & Administrator can also be a valuable

resource on roles and responsibilities because

it regularly discusses board/staff contact and

roles.

The concept of a self-correcting board can

eventually become cultural in that the officers

and chair are the mentors to new board mem-

bers. There should be a progression to leadership

positions of board members who “get it” about

roles.

For example, if a board member has served

on the executive committee and hears of some

back-channel communication with staff taking

place, he or she can point out that the board

member involved should talk to the chair about

that.

A board should be up front about those types of

conversations. Board problems are the board’s to

correct. ■

Boards need a meeting attendance policy

Inactive board members are a board team prob-

lem. For one thing, inactives don’t shoulder their

fair share of the workload, resulting in more work

for others.

That’s a strong reason for the board to establish

and enforce a meeting attendance policy. All new,

current and prospective board members should

understand the policy.

As a second step in improving meeting atten-

dance, the board chair should counsel those with

spotty attendance and encourage them to be more

active in their board service.

If these steps don’t help fix the problem, the

board chair should suggest those nonattending

members resign from the board or work to find

another way to engage them. ■

Don’t let bylaws get ‘dusty’

In “The 15 Most Common Nonprofit Bylaw Pit-

falls: How to Avoid the Traps,” Venable LLP sug-

gests keeping a pulse on the bylaws once they’ve

been amended.

“After engaging in a bylaw amendment pro-

cess, make sure that your bylaws do not be-

come dusty,” Venable writes. “Some nonprofits

maintain a standing bylaws committee com-

posed of board members that can speak up at

meetings when issues implicating the bylaws

are discussed. Other organizations place the

bylaws as an agenda item at each annual meet-

ing of the board of directors, to prompt consid-

eration.”

For more information, go to http://goo.gl/

KWZjEe. ■