MAKE
THE FOUNDER A PERMANENT BOARD MEMBER AT YOUR PERIL
Q:
Our current executive director is the founder
of our organization. While she has accomplished
much over the years, the board feels it is time
to find someone with a different skill set to
move the organization to the next level. We expect
this will be a difficult transition. The board
chair suggested we make the founder a permanent
board member in recognition of her vision and
commitment. While I think the chair envisioned
this as an honorary or advisory position, some
of us know the founder well and suspect that she
will expect that not only she but her family members
serve as voting members on the board for generations
to come. Our guts tell us this wouldn’t
be wise. What are our options and how do you suggest
approaching this?
A:
Listen to your gut! While I appreciate what you
perceive to be the founder’s desire to remain
intimately connected, the organization belongs
to the community, not to her. And, your responsibility
as board members is to the community, not to her.
Allowing her and her family to serve as permanent
voting members of the board would not be wise
on several levels.
As
long as the founder remains on the board, the
rest of the board will tend to defer to her. This
will make the position of the new executive director
untenable, and the entire reason you went with
this change in the first place will become moot
because she will remain the de facto executive
director.
A
clean cut would be better. To make such a cut
easier, before the founder is asked to step down
I would make sure that the board takes the time
to review with her the mission, vision and organizational
values. If she feels confident that everyone understands
her vision and is committed to taking it, and
the values on which the organization was founded,
forward, she may be more amenable to letting her
“baby” operate independent of her,
knowing it won’t stray too far from “home.”
There
may be arguments for allowing her family members
to serve on the board, but having multiple members
serve at one time is wrought with potential problems.
It’s not that there aren’t some definite
pros, as I enumerated in a 2000 column entitled,
“Should
Husbands and Wives Serve Together,”
but the cons are powerful. Among them: her presence
will always loom large, dictating the direction
of the organization. In addition, you will be
limiting your reach into the community. Families
tend to share many of the same contacts. Today,
when board size is shrinking, it becomes particularly
important to insist on greater diversity to increase
the probability of widening your organization’s
circles of influence as much as possible. Of course,
then there are the flip sides of the same coin
where group dynamics can become dysfunctional
if the family either votes as a block or is constantly
fighting. In the first instance the family forgoes
the critical thinking so essential to the best
decision-making. In the second, others may disengage
to avoid being thrust in the middle of a public
argument. Of course, the founder’s desire
to have family members serve in perpetuity amplifies
the potential problems. What happens down the
road when a grandchild or great-grandchild lacks
an affinity for the organization, yet is expected
to serve?
One
way you might handle this challenge is to be totally
honest. Play on the woman’s love for the
organization and her desire to see it flourish
over the long term. Suggest that you would like
to add “emeritus” to her title and
invite her to serve as the face of the organization
as well as an honorary board member throughout
her lifetime. You may further recognize her by
assuring her that her name and emeritus title
will remain on the organization’s collaterals
in perpetuity by codifying such instructions in
organizational policy documents. However, I’d
think long and hard about having her come to board
meetings even without a vote. If she has a voice,
she may still hold sway – at least until
all board members who served with her when she
was executive director are gone. Understand that
she may not find these terms acceptable and you
will have to make some very difficult decisions.
Of
course, I’d start with going back to your
bylaws and articles of incorporation. There are
founders that insist on some sort of perpetuity
clause when drafting these documents (something
with which I am very uncomfortable). If she did,
unless you change the bylaws and/or articles and
re-file them with the Internal Revenue Service,
you are pretty much stuck by the language contained
in those documents.
COMMENTS
Good
answer on this issue. I've been in this situation,
where the surviving co-founder who remained
as Board Chair seemed to forget the mission
of the organization and was pursuing goals which
met her own needs, but didn't necessarily further
the organization's mission.
Any
time an individual starts to take personal ownership
of an organization, the one being served is
more the individual than the public. The question
is, how do you communicate this concept to Board
members who may be serving for the wrong reason.
