Question:  We are in the process of revisiting our by-laws and are considering addressing our current position of Board members only being able to serve a three-year term and then they must step off the Board for a year. Can you share your thoughts on having term limits?

Super question!! Its one that many Boards wrestle with. Here are my thoughts.

First, I recommend that the Board have an open discussion on the advantages and disadvantages of both positions. You will generally hear comments about needing new blood, people needing time off, we don’t want to lose good people, bringing new members up to speed takes too much time, etc. My view is that there are legitimate advantages and disadvantages to both positions. However, I lean strongly towards having terms (2 or 3 years), but not requiring that someone has to step-off after their term.

Generally speaking, I’m not in favor of requiring someone to arbitrarily step down.

I would suggest the following for your consideration:

  1. Have a Board assessment process that each Board member should be required to complete each year and then the Board should discuss how they view their overall performance over the past year. Obviously it would be good to assess the Boards performance against some agreed to plan or set of objectives, rather then just having the assessment be totally subjective. Hopefully that would make the discussion/assessment as objective as possible.
  2. If a member wants to sign up for another term, they should be able to share their reasoning and then be voted on.
  3. Remember, if you have three years terms with a year off, that means you will be rotating 1/3 off your Board off every year and that could keep you in the rebuilding process.
  4. Below are some other general thoughts about terms limits for your consideration:
  • Can keep you on a continual relearning curve.
  • Depletion of board talent.
  • Losing exceptional members can weaken governance and impact Board effective.
  • If you decide to not have term limits you must have a procedure/process to address poor Board member performance.
  • Ensure that you have a Board Job Description with clearly written expectations, and a robust board member assessment.
  • Be proactive and have a rationale for whichever position you choose and don’t be afraid to revisit your decision, if appropriate.
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