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Board Succession Planning

A framework for board succession planning and recruitment
Round-table discussion for board members and CEOs of arts organisations
Workshop Date:Wednesday 17th February 2010

Eight participants from six organisations participated in the event, hosted by Cooper Grace Ward and facilitated by David Fishel, Director, BoardConnect and Positive Solutions.

Overview of discussion:

  • What does succession planning mean
  • What does your Constitution permit
  • Case histories
  • Steps in a recruitment process

David Fishel opened the discussion by inviting participants to relate previous experiences of board recruitment.  Approaches had included:

  • advertising on “Seek Volunteer”,
  • personal networks
  • using AbaF’s functions and boardBank.  

Most organisations had undertaken a skills audit and the process had prompted some to review provisions in their constitutions regarding board member terms.

Discussion continued on Board succussion planning and what it really means. It is about:

  • predicting vacancies and their timing
  • if necessary, adapting the Constitution to make prediction of vacancies more certain (by having fixed terms for board members and Chair)
  • realising a board is organic; and
  • renewal through bringing in new ideas and energy balanced with having continuity and retaining corporate knowledge.

Board Size
While size is often dictated by constitutional requirements, circumstances or politics, the consensus is that the ideal size of a board is six to eight people. Fewer than six may lead to an overly heavy work load for a non-profit/ arts related board, while more than eight may allow some to sit back and avoid shouldering their share.

Board tenure
There was discussion on the tenure of board membership.  Whether or not board members have fixed terms of office is determined by the Constitution.  Participants’ organisations had a range of tenure policies, from one year, 3 years (with election possible for another two terms), or unlimited tenure.  The desirability of holding regular reviews of the constitution was also discussed.  Ideally it should happen every few years, to ensure that it reflects the needs of the organisation.  It is important that board members understand the purpose and requirements of their constitution.

Routes to the board
People can join boards via:

  • elections at general meetings;
  • nominations / appointments from stakeholders;
  • co-options from within the board, where allowed under the Constitution.

Stress was placed on the importance of:

  • having an entrance and exit strategy for board members;
  • board members and organisations needing to view the board as an integral part of the management structure;
  • understanding the skills needed to complement those already available on the board; and
  • understanding that commitment and personality are also important when seeking new members who will work well in a team, perhaps getting to know them through engaging them on a board sub-committee.

Case Studies
Organisation 1 – Indigenous cultural organisation.  Previously, it was mandatory for Indigenous organisations to have all Indigenous board members.  The situation is gradually changing to allow 50/50 representation, particularly when the organisation is driving in a new strategic direction.  It remains a challenge to maintain the integrity of indigenous community representation while balancing the skills needed, which frequently come from non-indigenous people.  It can be even more difficult in remote communities.  Now when someone leaves the board, assessment is made of what skills are needed to progress in the new direction.

Organisation 2 – youth performance organisation which has been through a period of significant change.  The previous board used to be entirely made up of parents, but it was too big (19), with some members who had served for up to 10 years.  The size was reduced to 11, each with a specific role.  An outside consultant was appointed to facilitate the negotiation of board roles, with the same consultant also facilitating a “Visioning Day” to identify the organisation’s core values.

The organisation undertook the BoardConnect Health Check, which was a very useful process.  It led to a discussion of skills needed for the next 5 years, which in turn led to an almost total changeover of board members.  They also developed a list of “Critical Friends”, possible future board members.

Both organisations used board structure to serve the future direction of the organisation and both identified core values as an important reference check on the motivation of potential new members.

New board members
The recruiting process should be managed, ideally by the Chair or other board member, but it could be by a board sub-committee and it should follow a board-approved Recruitment policy.  The first step is developing a long list of ‘possibles’ from a range of sources, not just from existing board members’ own networks.  Once established, this list could last for several rounds of recruitment.

Co-option provides boards with the power to identify people with the skills needed.  Where no power of co-option exists, or where board members are appointed for example by the Minister, it is possible to lobby for what the board needs.  Where members are elected, it is a good idea to circulate a duty statement prior to the AGM, which sends a ‘signal’ not only of the commitment required but also of the needs of your board.

There are several steps to induction:

  1. develop and induction policy
  2. present potential board members with material related to the organisation and what it does, including a duty statement and the commitment required
  3. once he/she has agreed to join, present more detailed information including:
  • most recent Annual Report
  • constitution (Memorandum and Articles)
  • most recent audited financial statement
  • strategic plan and financial projections
  • list of current board members, titles and affiliations
  • Board organisation chart
  • staff organisation chart
  • brief biography of the CEO
  • two or three recent sets of board minutes and supporting papers relating to any key issues currently under discussion by the board
  • code of ethics/code of conduct
  • Board role descriptions
  • governance charter
  • list of key forthcoming dates (meetings, events)
  • organisation’s newsletter, brochure or other publications
  • recent press cuttings relating to the organisation’s work
  1. arrange meetings with Chair, CEO, AD
  2. organise a buddy system, with a more experienced board member

Some organisations have training sessions relating to specifics (e.g. disability awareness or cultural awareness sessions).  It is also important for someone with a corporate board background to adjust to the differences of working in the arts sector

‘Getting rid of a board member’
If a board member is under-performing or is proving obstructive you need to be guided by the constitution, as the board often has no power to eject a fellow board member, particularly if they are appointed by an outside authority.  Fixed terms are one way to provide a mechanism for changing a board.  A regular board appraisal process may indicate a difference in skill set needed, and may enable someone to recognise that it is time to step down.

There are four Fact Sheets about the Recruitment Process on the BoardConnect website which can be accessed from here

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