Board Governance Insider

The 12-Step Board Renewal Process

board renewal process

There are so many reasons to follow a robust board renewal process. It brings fresh ideas to the table, reduces the potential for an unproductive concentration of power, and helps ensure that the board is filled with passionate directors focused on the goals of their cause communities.

But there's a lot involved in board renewal and the process can feel overwhelming. That's why I've designed an easy-to-follow process that consists of the following twelve steps.

Step 1: Revisit bylaws, articles of incorporation or letters patent.

As a board, you should ensure that your non-profit's legislative documents include term limits for directors. Review the legislative documents, looking for definitions of:

  • The term for directors
  • The maximum number of successive terms a director may serve
  • The waiting period required before a director may return to the board after completing their term
  • A description of how director term end-dates are staggered

Step 2: Create a governance committee.

If a governance committee hasn't already been created, as a board you should put one into place. The governance committee takes responsibility for the board renewal process, as stated in their terms of reference. 

Step 3: Prepare to actively recruit directors to the board.

Once established, the governance committee adds the organization’s current legislative documents to the director orientation package. This includes:

  • Articles of incorporation, bylaws or letters patent
  • Board policies and procedures
  • Director job descriptions
  • The current strategic plan and/or operating plan
  • Current financial statements
  • Copies of contracts (including government contracts and leases)

Step 4: Prepare an up-to-date board profile.

The governance committee updates the board profile, making sure it includes:

  • Demographic characteristics such as gender and age range
  • Representation by geography and/or stakeholder group
  • Area of professional expertise
  • Duration of current service on the board
  • Director term expiry date
  • A summary of non-profit governance knowledge

 Step 5: Develop an initial list of prospective directors.

Using the updated board profile, the governance committee identifies any gaps on the current board. They seek to recruit new members that will strengthen the board.

It can sometimes be challenging to find the right people. That's why it's important to cast a wider net. Potential directors can be found by looking for active and engaged people from:

  • the stakeholder community
  • business or community leaders
  • former clients or even critics of the organization
  • retiring board members from other boards
  • referred leaders

Once they have identified prospective directors, the governance committee develops a profile of each one to help the board decide on which people should be hired.

Step 6: Conduct an orientation with the first round of prospects.

The governance committee invites potential candidates to a board orientation. During the orientation, candidates receive information about the organization’s mission, vision, values, strategic direction and successes. They are also informed of the roles and responsibilities of directors. This gives board members and candidates and opportunity to explore their mutual compatibility. 

Step 7: Short list the top prospects.

Based on the orientation, the governance committee develops a short-list of top candidates. They forward their recommendations to the board for review and keep the longer list for future reference.

Step 8: Appoint new directors.

Before deciding whether to approve the candidates recommended by the governance committee, the board completes a final interview with each candidate. If they decide to approve appointment of a candidate, they execute key governance documentation, such as confidentiality and conflict of interest agreements. Depending on their policies, some boards may assign a mentor to each new director at this stage.

Step 9: Train new directors.

Once approved, new directors are quickly incorporated into the board’s governance leadership development program.  

Step 10: Implement succession planning strategies.

To ensure the board succession process is extended, each new director is immediately assigned a role on at least one board committee.

Step 11: Complete exit interviews.

Effective boards continually assess and adjust. The exit of a director presents an opportunity for the board to consider its effectiveness. During the exit interview, the board engages in an open discussion of opportunities and successes.

Sample interview questions include:

  • How effective was the board in focusing on and achieving its mission?
  • Did the board effectively leverage your experience and abilities?
  • Did you have any disappointments in relation to your director role?
  • What governance suggestions would you offer to the board?

Step 12: Consider creating and leveraging director alumni councils.

No organization likes to lose the influence of experienced supporters. Alumni councils offer a way to preserve and leverage the influence, experience and knowledge of exiting directors. Alumni receive event invitations, and special reports. They may also be invited to serve the organization through special assignments, such as task forces and ambassador programs.

Call to Action:

  1. At your next board meeting, discuss your organization’s board renewal strategies.
  2. Which parts of your board’s renewal processes are working well?
  3. What could you do to increase the effectiveness of your board renewal process?

 

Your friend,
Jon

Email: [email protected]

 

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