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Managing Overbearing Board Members: The Case for Nonprofit Board Term Limits

By Ken McGivney, on March 6th, 2024

Over the past two weeks, I have had discussions with nonprofit executives regarding difficulties in dealing with ‘that one overbearing board member.’ Sometimes a well-intentioned person can be an impediment to the growth and progress of the organization. This can manifest in several ways such as limiting discussion among board members, negativity towards change and growth, decreasing board recruitment efforts, and/or creating barriers for organizational development without their direct involvement or approval.

Nonprofit executives should consider proposing board term limits as part of an overall approach to board development and governance. This strategy can offer several benefits to those in governance, including:

  1. Enhancing flexibility in attracting new expertise to meet changing needs.
  2. Establishing a structured way to remove inactive or problematic board members.
  3. Expanding the base of volunteers with new connections.
  4. Creating opportunities for members to advance to officer-level positions on the board.
  5. Serving as a selling point for community members who can only commit to a set number of years.

While there are no set regulatory requirements (IRS or otherwise) to set term limits for nonprofit boards, the benefits allow organizations to keep their governance fresh and in a constant state of recruiting and expanding connections and influence. Organizations could consider a common path of setting 3-year terms, with set maximums of two or three terms before the board member must rotate off. This schedule does allow time for the organization to get the most out of the board member, and prevent the common traps of having an inactive, difficult, or ineffective board member.

If you need further guidance or have any questions on this topic, we are here to help. Please do not hesitate to reach out to discuss your specific situation.

This material has been prepared for general, informational purposes only and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. Should you require any such advice, please contact us directly. The information contained herein does not create, and your review or use of the information does not constitute, an accountant-client relationship.

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Written By

Kenneth McGivney June 21

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