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Board Recruiting and Composition
9/29/2014 12:00 AM

Board & Administrator Editor Jeff Stratton said you can “staff” your board more effectively by concentrating on the right attributes.

Consultant Carter McNamara ( uses a pretty interesting phrase to describe the board member recruitment process: “staffing the board.”

To me, “staffing the board” suggests an organized approach to putting board members who have the skills, traits and attributes your organization requires to thrive into board seats. It’s a deliberate, thoughtful process that refuses to accept the “any warm body” approach to board member recruitment.

One way for the administrator to help the board replenish itself with top-notch new board members is to guide the board in a disciplined approach to recruiting new members. Whether it’s the nominations or governance committee that facilitates new-member recruitment work, members of the committee should have written expectations for the types of members they are looking for in their assignment. Consider these five criteria when guiding or participating in “staffing the board” work:

  1. Interest in community-based organizations. I consider this a screening mechanism for the organization to employ when selecting new board members. Does your potential board member have any interest in the nonprofit sector? Is there a familiarity with the work nonprofits do? Look for board members in the nonprofit field in your community—other administrators or top-level staff members.
  2. Willingness to not only serve, but to serve actively and with passion for your mission. Your organization needs to know if the potential board member really cares about what your organization does, or whether a board seat is résumé padding or a trial run for a political office. Board members with passion for what you do will always help your organization more in the long run than a gain seeker.
  3. Ability to share specific skills or perspectives. This is a nitty-gritty type of assessment your nominating work must take into account. Does the organization need more expert guidance in the areas of risk management or legal advice? Then it needs to screen for these skills. And don’t forget the value an “outside-the-box” thinker can bring to board work. The board doesn’t need “yes” men and women who blindly follow recommendations. It needs creative thinkers who can look at the issues your organization faces with a different perspective.
  4. Can demonstrate a sense of civic or community involvement. This criteria gets to the heart of “commitment.” There’s the word again. Board members who “get it” about your work and its importance to the community are the ones who will make it to every meeting, come prepared, serve actively and stay engaged over the course of their term on the board. At the end of their board service, they will have done their part to help your organization, and by extension, the community in which they live because it’s important to them to do so.
  5. Have a link to the markets you serve. A “link” can give your organization access, clout or a built-in knowledge base with the new member. Are you a food bank? If so, it makes sense to target a board member who works within the grocery or food distribution industries.

Sincerely, Jeff Stratton, Editor


Board member removal from office
9/19/2014 12:00 AM

Parliamentarian Jim Slaughter ( offers guidance on how to remove a board member from his seat on the board.

A board may choose to remove one of its members for a variety of reasons: lack of participation, inability to attend meetings or a poor approach to teamwork. Here are several things to remember about the process of removing a board member from his seat:

  • It should be a last resort. Unless the board member is engaging in illegal behavior, there should be an effort by the executive director and/or the board chairperson to sound out the board member on his reasons for lack of participation and re-engage the individual.
  • Refer to your bylaws for the process the board has approved for the removal of members. If the process is outlined in the bylaws, carefully follow its requirements. When removing a board member, the board could be exposed to liability if it doesn’t follow its own prescribed procedures.
  • State nonprofit law may prescribe a process for the removal of board members. Check your state’s requirements.

Parliamentarian Jim Slaughter (Charlotte, N.C.) offers these five suggestions on the removal of a board member:

  1. Bylaws take priority. “Usually the advice is to follow the bylaws to the letter,” Slaughter said. Sometimes the bylaws provide for an automatic removal for missing so many meetings, but give discretion to some other group or simply leave it to the membership, he said.
  2. State statutes. If the group is a nonprofit, there may well be statutes in the state where the nonprofit is incorporated that provide a removal process for board members, Slaughter said. Usually it involves the entire membership for elected board members unless there is a process for removal by the board for certain criminal acts, for example, he said. “Very often these statutes say ‘unless otherwise provided in the bylaws,’” Slaughter said.
  3. Succession. “Sometimes members begin this process to only learn later that the bylaws or state law allow the remaining board members to appoint a successor — which might not be what the members wanted,” Slaughter said.
  4. Caution is key. The political ramifications of removal can be bigger than the procedural ones, so proceed with caution, Slaughter said.
  5. Seek an alternative. “If possible, I always recommend a face-to-face with the member, giving them the option of resigning with little said about it,” Slaughter said. The reasons for this can be, for example, other commitments or personal reasons, he said. “A resignation is always preferable and harder to contest later,” Slaughter said.

For more information, go to

Some examples of bylaw language for board member removal:

  • Automatic removal for two consecutive missed meetings plus two-thirds vote required by members present for inability to fulfill duties.
  • Removal: Board members must attend or call in for every board meeting or be excused. Any board member who shall have been absent from two (2) consecutive regular meetings of the board of directors without just cause as determined by the board of directors shall automatically vacate the seat on the board and the vacancy shall be filled as provided by these bylaws; however, the board shall consider each absence of a board member as separate circumstance and may expressly waive such absence by a two-thirds (2/3) vote of the members present at that meeting. Board members who are unwilling or unable to fulfill the duties required of them will be subject to dismissal by a two-thirds (2/3) vote of the board members present at a board meeting.

  • Majority vote of members present required.
  • Any director may be removed from the board of directors by an affirmative vote of the majority of directors present at an official meeting of the board. Notice of the proposed removal will be given to members with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.

  • Officer removal requires majority vote of all members.
  • Any officer may be removed with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that the notice of intention to consider said removal has been given to each board member and to the officer affected at least ______ days previously.

9/12/2014 12:00 AM

One Oregon nonprofit board recently had a painful reminder why its director should always be invited to the board meeting, said Jeff Stratton, The Board Doctor.

There is a reason I rail against boards that meet in executive session without their executive director. Here’s a story that should remind everyone that this is a bad practice:

“My board met with an employee and fired him—illegally,” said an Oregon administrator. The board had no documentation to back up its dismissal of the employee; in fact, the employee had never heard from anyone that he was doing a poor job.

The reason for the board’s actions, the administrator said, is that one board member didn’t “like” the employee at a time when money was tight at the nonprofit and layoffs were coming.

Not only did the employee start screaming about this, but so did the organization’s attorney and insurance company. The organization lucked out because all the employee wanted was his job back and his attorney’s fees paid, the administrator said.

“This taught me a lesson,” said the executive director. “Never let the board personnel issues belong to the executive director.”

There are really only a few good reasons a board should ever meet without its administrator present. You should review them, as should your board. They are:

  • when discussing the CEO’s annual performance evaluation and compensation;
  • when discussing a corporate compliance issue where allegations have been made against the CEO;
  • at the end of the audit review so the board can ask questions of the auditor without employees present; and
  • if there is an allegation of sexual harassment against the administrator.


Jeff Stratton, Editor

10/11/2013 12:00 AM
Longtime Board & Administrator-For Administrators Only reader CEO Rod Braun (Pella, Iowa), offers strategies to improve this example grievance procedure.

Take a couple of minutes to review the following problem resolution/grievance process used by one nonprofit to resolve employee grievances. See if you can spot the danger area for the executive director.

Then read the comments from longtime Board & Administrator reader CEO Rod Braun (Pella, Iowa) that will improve this policy to make it work better for the administrator.

Problem Resolution/Grievance Process

  • Employee grievances have been defined as anything in the employee’s work relationship that causes distress, complaints or feelings of having been treated unfairly or improperly by a supervisor, department head, member of the administrative staff or fellow employee. It is only natural for occasional problems to arise between employees, or between an employee and a supervisor. Administration recognizes this, and will maintain the following orderly grievance procedure:
  • Any employee with a problem or grievance related to his employment may present the grievance to his immediate supervisor, who shall give it prompt consideration and a reasonable answer if it is within her jurisdiction to do so.
  • If the employee is not satisfied by the action taken under Step 1, within seven (7) days after the supervisor takes the action, she may present the grievance in writing to her department head. The department head will meet with the employee and attempt to resolve the matter.
  • If the employee is not satisfied by the action taken under Step 2, he may appeal the matter to the Administrator. If the matter is not resolved to the employee’s satisfaction by the Administrator, the employee may, within seven (7) days after such action is taken, make a written request for a hearing. At this point in time, the Administrator shall appoint three (3) or more organization employees from departments other than the employee’s department to serve as a committee to conduct a hearing on the matter. The committee shall investigate both sides of the issue and, within five (5) days after the investigation is completed, make a recommendation to the Administrator. Promptly thereafter, the Administrator shall make a decision on the matter. The Administrator’s decision will be considered final.

From the CEO’s perspective, Braun’s main issue with this policy starts with step 3. “I’m not fond of having an appointed group of employees from other departments acting in an advisory capacity and then making a recommendation to the CEO,” he said. “I think word would get out in an organization that an employee with a concern took it to the appointed group but that the CEO went against their recommendation.”

If that happens, expect two possible outcomes: one is that no one will ever want to be appointed to hear such a grievance for fear the process is just tokenism and the other is that since the appointees are only advisory to the CEO, the aggrieved employee would probably see the process as a waste of time.

On the pro side of step 3, Braun said it can be argued that CEOs don’t always make perfect calls and that is why he is asking for a recommendation from an appointed group. “For this policy to work effectively, I think the CEO would have to follow the recommendation at least ninety-five percent of the time,” he said.

If you are a CEO with a grievance policy like this, periodically give data to your employees so that you can demonstrate your veto of the appointed group’s recommendation is seldom used, Braun suggests.

The CEO can use an approach similar to this one but without creating a formal appointed group. “When a grievance gets to my level, I generally consult with a small group of senior management staff before making a decision,” he said.

Braun also periodically explains some of the positive outcomes of a grievance (such as grievances that led to policy or practice changes). “People often think that if you file a formal grievance you will get fired or never receive another pay raise,” Braun said. “The CEO needs to be able to demonstrate some positive outcomes from employees who have used the procedure.”

To address this reprisal issue and further improve this policy, add some type of statement that retaliation/reprisal will not be tolerated against any person filing a formal grievance.


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  • Meet the Editor

    Jeff Stratton

    Jeff Stratton has edited Board & Administrator since 1992. As the Board Doctor, he has advised thousands of executive directors and board members on issues like prevention of
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