March 2021

Member query:

SITUATION: Our board has term limits: trustees may serve three 3-year terms, and there is an allowance for a 10th year for a sitting board chair. We also have a very deliberate board chair succession process, where the individual serves as an EVP for a year, board chair for three, and a final year for continuity. Finding someone willing to give 5 years is not easy, especially in the current environment. It is such a crucial role.

In the upcoming board chair transition, we are finding that the best trustee for the job, would require an extra 3-year term. They would be a BOT member then for 12 years, rather than 10 current allowed. This person would be unanimously well received by the board, management, and the community. We don’t think this is unprecedented in our history but was curious if this sort of bylaw change is fairly typical?

QUESTION: If you have the right person for the job, do you allow for more flexibility in your bylaws to permit someone to serve in a leadership role and/or serve longer in that role?


Reply from Cathy Trower:

Yes, absolutely allow this. I do not recommend bylaws changes to accommodate one circumstance. But in this case, a couple of relatively simple changes could be made to allow greater flexibility for this crucial role, but not make it mandatory. You could, for example, add the word “typically” where you describe the terms and limits for the board chair as in, “The Board Chair ‘typically’ serves as EVP for one year, chair for three, and immediate past chair for one year.” Assuming your three 3-year terms are described in the bylaws, you could then add something like: “Depending on when in their terms the Board Chair moves into the EVP position, doing so may extend the tenure beyond the typical 9 years, to accommodate a 10th, 11th, or 12th year of service with a limit of 12” in the Board Chair term description.

You want to avoid making special accommodations for one individual while allowing some flexibility for this situation and the possibility that it could arise again, without having it become the norm. Ideally, succession planning would consider when a trustee becomes EVP to allow five years and still be within the 9-year total expectation.

I have also seen language for the chair position that simply says, “In special circumstances (e.g., to accommodate a Head search; for a major campaign), the Board Chair position may be extended up to three additional years in one-year increments.”