How to Balance Competing Interests, Solve Quorum Issues, and Eliminate Bottlenecks on your Nonprofit Board

Here’s the story:

I am the ED of a nonprofit ‘umbrella’ association made up of member organizations who all work in the same field (think: employment services). Our bylaws require board directors to be affiliated with a member organization, and the board clashes because they take their individual organizations’ interest into consideration when making decisions that impact our sub-sector. On top of that, low attendance makes it hard to reach quorum at meetings, which delays decision-making. As a result, we are falling behind on hiring a strategic planning consultant and cannot move forward with changing our membership policies. How can we improve board performance and move our organization forward?

 

Here’s my response: 

Every board director, regardless of their external affiliations, has a legal duty to act in the best interest of the organization. But it’s not uncommon for an individual’s personal or professional interests to cloud their role as board director, especially when board members are sitting at the table as representatives of a specific group, organization or community. Often, this kind of mixed-motivation doesn’t rise to the level of conflict of interest, but that doesn’t mean it isn’t problematic and harmful. 

Clarifying expectations in your board’s code of conduct - specifically around balancing directorship with roles in member organizations - can be a good first step. Training on fiduciary duty or legal obligations can also help reset the board’s approach.

If that isn’t enough, you might want to consider changes to your bylaws to adjust the requirements around board composition. You could remove the membership requirement altogether, or change the requirement to apply to only a portion of board directors. It might be wise to establish a member-driven ‘advisory committee’ at the same time, to ensure that the voices of members continue to be heard in your governance spaces. 

Check your bylaws to see what the amendment process looks like; does the board lead the process, or can members initiate changes? In any case, given your board’s existing struggles with membership changes, addressing quorum issues should come first. 

Addressing Quorum Issues

Dealing with quorum problems is frustrating—especially when key decisions are on hold. While an ED can’t force board members to show up, you can address barriers to attendance and minimize the impact of disengaged directors.

If you haven’t already, it’s important to name the issue and make sure the board understands the impact of the problem. Ideally, your board chair is an ally in this effort - after all, convening and facilitating meetings is their role - but if not, don’t wait to get their permission.

From there, I’ve found it’s helpful to get some insight into why directors aren’t making it to meetings; sometimes, people are unreliable, but often, they are facing barriers that we may not be aware of. Send out a quick survey to identify any barriers to attendance. Depending on what you hear from directors, some of the following options might help solve the problem:

• Adjust meeting schedules: It’s great to ensure meetings are planned in advance for the full year, so that everyone can work with a predictable schedule; but, you may need to experiment with a different meeting day or time. 
• Reduce the number of meetings: Fewer, well-planned meetings might be more engaging - because there’s more business to cover - and they tend to improve attendance because it’s harder to justify skipping a quarterly meeting.
• Implement accessibility practices: Consider whether the organization can reduce barriers by supporting travel, hardware or child care expenses for directors, and implement specific accommodations for individuals who need them. As a new parent and board director, I once benefited from a ‘bring your baby to the boardroom’ policy (feminist governance for the win) - there’s no shortage of creative ways to make meetings accessible for directors.
• Leverage remote meetings: Many boards have pushed to go back to in-person meetings over the past few years, which can create attendance barriers. Hybrid or all-remote options are a good way to make it easier to attend meetings. In some cases, if your bylaws and jurisdiction permit, you may be able to conduct ‘e-votes’ or electronic resolutions for important issues that can’t wait until the next meeting.
• Revise your meeting protocols: If meetings are unproductive, consider changing your agenda format or meeting norms to build more engagement. Integrating time for meaningful interactions between board directors, and creating a sense of connection to the organization’s purpose and impact might help directors feel more invested. 
• Hold board members accountable. Make sure that attendance expectations are clear, and that there’s a process to follow through on if directors aren’t showing up. If the commitment isn’t feasible for some of the directors - hey, stuff happens! - give them a gracious ‘out’ to lower the bar on your quorum.

Fixing Decision-Making Bottlenecks

Ongoing quorum issues signal deeper governance problems. Addressing barriers to attendance is key, but in the meantime, you need a way to keep decisions moving. Two options to consider:

• Executive Committees: Although I don’t recommend Executive Committees very often, in this case, it might be a good workaround for the short term. Delegating some of the board’s decision-making powers to the officers may allow you to move forward on key decisions when the full board isn’t meeting quorum. But be careful with this, because there are a number of board roles that cannot be delegated, and an Executive Committee with too much authority can quickly lead to disengagement for the rest of the board directors.
•  Revising ED Authority: Sometimes, organizations end up with legacy policies and practices that involve the board unnecessarily in operational decisions, which creates frustrating bottlenecks. For example:
  • A spending limit set ten years ago may no longer be appropriate due to inflation or organizational growth.
  • An ED may be expected to engage the board on decisions that fall within their scope of authority - like hiring a strategic planning consultant even when the expense is already budgeted.

It’s worth reviewing executive limitations regularly to ensure that decision-making power is appropriately distributed, and that the board is empowering the ED in their role, rather than holding the organization back.

Big takeaways

• If your board structure isn’t working, it’s time to revisit your bylaws and redesign governance.

• Identifying and addressing attendance barriers can help resolve quorum issues, but sometimes offering disengaged directors a way out is the best solution.

• Reviewing and adjusting policy on executive authority can prevent unnecessary decision-making delays.