Nonprofit Governance Reset: How to Fix a Struggling Board Without Burning It Down

Here’s the story:

"I’m currently working with a board that lacks a strong governance model. They have policies and bylaws, but they’re confusing and scattered, and haven’t been reviewed in the last seven years. They’re having difficulty recruiting new members and seem unclear about their responsibilities. I believe the board is struggling, and needs to make an intentional, facilitated shift to "reset". I’d like to propose establishing a one-year "transitional board" to attract engaged community members who can help develop strong governance practices and set the board up for success, but I’m concerned that there may be potential pitfalls I’m not fully aware of. I’d appreciate any insight or advice you can offer on what to watch out for."

Here’s my response:

When it comes to dysfunctional boards, who hasn’t had the urge to ‘burn it all down’ and start over? But I’ve found that sustainable change takes time, patience, and a human-centered approach that builds and strengthens relationships. 

Typically, we see transitional boards in exceptional circumstances (for example, in a crisis when an entire board resigns, or in a major upheaval such as an amalgamation). But the board you describe doesn’t sound like it’s in an ‘exceptional’ position; it sounds like it needs some capacity building to become more effective and sustainable. A transitional board could potentially deliver on these goals, but I think there are better ways for you to hit the ‘reset’ button on your board.

Thinking About a Transitional Board? Here’s What to Consider

There are a few attractive elements to your plan; a one-year ‘transitional’ board may signal some a sense of urgency for your board, and a fixed timeline could create some helpful momentum in your governance work. And I like that your approach would allow for full transparency for incoming board directors; it’s never a good idea to surprise new recruits with a big governance mess! But I’m not sure I fully buy into the idea that a limited term will allow you to attract more experienced people onto the board - what is stopping these people from supporting the organization right now? Who will replace them after the transitional year? I am concerned that the administration of a transitional board could be tricky or awkward, both in terms of logistics (depending on how your bylaws are structured) and relationships (this approach is going to require a lot of trust and goodwill). There’s also the question of optics: will a transitional board send a signal to members, funders, or supporters that your organization is in crisis? How would you manage the messaging around this?

But my main reservation with this approach, as someone who spends a lot of time doing capacity building work with boards, is that change can move slowly in governance. One year is probably not enough time to get your board back on your feet, while governing the organization and also recruiting and orienting another full slate of directors. 

Can a board make big changes in a year? Absolutely. But I am always conscious of the fact that boards are made up of volunteers. How much can they reasonably take on? And what gets dropped if they can’t do it all?

And even if your new directors could drive all that change in a year, would it be sustainable? Building up your board’s policy and process is only half the battle. Because we’re not just talking about updating documents; this is a full-fledged change management process. With a transitional board, you may not develop the culture needed to sustain the changes. If at the end of the process, you wind up with a slate of new board directors who don’t have the context needed to implement your new policies and procedures, will you be any better off? 

What to Try Instead: Building Sustainable Capacity on a Board That’s Stuck

Although my recommendation is leaning away from the idea of using a transitional board, I understand where the impulse is coming from. Boards can easily get stuck in a self-perpetuating loop of dysfunction, without the perspective needed to see the big picture, or the momentum to drive change when it's needed. When this happens, you need some kind of catalyst to overcome inertia, and the capacity to keep things moving. A transitional board is one way to provide that catalyst, but there are other ways to bring new people into your governance and free up some capacity to take action:

• Invite new volunteers onto the board’s Governance committee: You know those highly skilled volunteers who aren’t interested in a longer-term board role? Invite them onto your governance committee and let them focus their energy on building the infrastructure your board needs.
• Free up your ED to focus on governance: While it’s not an ideal long-term solution, allocating some additional operational support to your ED can free up some of their time to help steward the board’s development.
• Designate a board liaison: Many organizations have a dedicated staff role that supports the board’s ‘day to day’ governance work. Whether it’s a stand-alone role, or included in the scope of existing admin staff, this approach can help the board stay on track with procedural things, freeing up their own capacity to build better systems.
• Hire external support: Bringing in an outside perspective can help you get a clearer sense of what changes need to happen, and provide some valuable governance expertise that may not be available in house. Some organizations outsource ongoing board support, or work with a consultant to support targeted capacity building activities.

Whatever approach you choose, you’ll want to ensure that your board has both the capacity and the motivation to begin developing and sustaining stronger board practices. Once you’re there, I recommend taking the time to do a full audit of your governance, before selecting a few priorities to work on.

Seeing the Big Picture: How to Audit your Nonprofit's Governance 

A governance audit will help you clarify scope and timeline of governance changes needed, but there’s more to it than reviewing a policy checklist. When I lead a governance audit, I go deep to really understand the organization’s governance system, looking specifically at the following components:

Bylaws: You’ll want to ensure that your bylaws are legally compliant, and that they are clear, effective and functional. This is a good time to consider whether your current board size, composition, and term limits are the right fit for your governance.

Policy: Policy also needs to be compliant with relevant law and regulation, but when reviewing policies, you’ll also want to ensure that they reflect the organization’s values and culture, and that they’re clear, functional and effective. Look for gaps from a functional or risk-based lens, and don’t get too caught up meeting external policy standards - not every policy you find on a checklist will be relevant to your context.

Board practices and processes: In many organizations, the board follows practices and procedures that are not necessarily spelled out in policy, but which play an important role in your governance. I like to look at both formal and informal aspects of a board’s entire lifecycle, from recruitment to succession, with the goal of understanding how the system operates as a whole. Here are some reflection questions that can help guide your review:

• Recruitment and orientation: Is there a recruitment process in place? How effective is it? What kind of orientation is offered to new directors? What gaps or opportunities exist in the board’s approach to orientation?
• Board business: Is the board meeting all of its core governance functions? Does the board’s business support the organization and advance its core purpose? What are the meeting norms and processes? How are board communications handled? What do meeting packages look like? Does the board set goals or have a workplan? If there’s a committee structure, how clear and effective are the mandates?
• Learning and development: Does the board engage in ongoing training or development? Are there gaps in skills, knowledge, experience or perspective on the board? Is there a learning culture among board directors? How does the board reflect on and evaluate its own performance?
• Succession planning: How is leadership developed and shared within the board/committees? Are there gaps or patterns in who holds leadership roles? How does the board manage leadership transitions? Is board turn-over predictable and sustainable?

Power dynamics and relationships: Many boards run into challenges, not because they have gaps in their policy or practice, but because the people involved in governance end up navigating difficult or harmful interpersonal dynamics. Understanding power dynamics in the board space is an important part of identifying and addressing governance constraints. When I do governance audits, I often include confidential interviews with board directors and senior staff, to get a better sense of the board experience, how relationships are structured and how power is used and shared in an organization. This is also an opportunity to get a deeper sense of how equity, diversity and inclusion is activated on the board. Having a neutral third party lead this portion of your audit may be helpful. 

You’ve Done the Governance Audit, Now What? Turning Insights Into Action to Strengthen your Nonprofit Board

Conducting a comprehensive governance audit is a big task, and it can lead to an overwhelming number of ideas or action items. In my experience, a volunteer-driven board can realistically implement five or six big changes to policy or practice in a given ‘board year’. So how do you decide what to tackle first?

Watch out for big risks. Are there any high risk issues that surfaced during the audit? Did you notice any policy or practice gaps related to legal compliance or retaining corporate or charitable status? Are there vulnerabilities in your financial controls? You may want to get some advice on these issues to understand the urgency of these kinds of risks, and the best way to manage them. 

Start with the basics. You’ll want to make sure the board is covering all of its core governance functions in an appropriate way. This is a highly practical exercise, but it also helps to clarify the board’s role and responsibilities. It’s easy to get caught up in trying to meet every governance convention on every board checklist you can find, but keep it simple - you just need to make sure you’re doing the min spec requirements before you move onto other, more discretionary, priorities. The Core Governance Functions Toolkit is designed for this exact use case.

Look for quick wins. Now that you know all of the big risks are being managed and all of the basics are being covered, you can start to think about what else your board needs to function effectively and sustainably. Where can you make some simple or straightforward changes that build the board’s capacity? Some common leverage points include: board recruitment and orientation, ED performance management, board and committee workplans, and board self-evaluation processes.

Read between the lines. Policies and procedures are great, but ultimately, governance is done by humans. So make sure you’re considering changes that will make the work more sustainable and enjoyable for the people around the board table. Changing up meeting norms, addressing accessibility or equity barriers, nurturing a team dynamic and sharing appreciation are some simple approaches that can go a long way to building a more engaging and sustainable volunteer experience.

Taking the time to understand what really needs to change, and how those changes can leverage further growth, is key to your success. Nothing will kill your momentum like investing a ton of time and energy into driving changes that don’t have impact. A limited focus on five or six priorities is often enough to really start turning things around, but there needs to be a commitment to building, adopting and reflecting on new practices on an ongoing basis.

Pressing ‘reset’ on your nonprofit board

It can be incredibly frustrating and disempowering to deal with an ineffective board. But before you get invested in any one solution, it’s important to take the time to understand what’s going on beneath the surface. A governance audit can help you see the full picture: what’s missing, what’s misaligned, and what’s getting in the way. From there, focus on a handful of strategic, manageable steps that move you forward in a sustainable way. Whether that means updating policies, shifting board culture, clarifying roles, or bringing in outside support, progress is possible. Remember: rebuilding a strong, engaged board isn’t about a quick fix, it’s about creating the conditions for effective governance to grow and stick.

Big Takeaways:

• You don’t need to “burn it down” to rebuild strong governance. Lasting change is more effective when it’s intentionally phased in, not rushed through with quick fixes.
  
  
• You can build momentum by strategically expanding capacity. Bringing in skilled volunteers on committees, freeing up staff time, or hiring external support can provide the lift needed to move a stuck board forward.
  
  
• Focus your efforts for real impact. After a governance audit, prioritize a small number of high-leverage changes rather than trying to fix everything at once.