Changing of the guard

It is strange the way trustees come and go, or rather the way so many come and don’t go. Too many stay on to gradually wither away over the years. This makes it difficult to ensure that your current board possesses the skills, expertise and energy relevant to your organisation’s needs. I sometimes wonder if there isn’t some tacit belief that trustees, once appointed, are entitled to stay as long as they like or, alternatively, cannot be allowed to step down as it’s so darned hard to find a successor these days. Let us therefore focus upon succession and recruitment issues. Firstly, check your governing document (essentially, your Articles of Association) to familiarise yourself with the clauses covering: minimum and maximum number of trustees; eligibility to become a trustee; maximum term of office; notice periods; procedures for nomination and election; re-election policy; election of honorary officers; representation of different interests on the trustee board; conflict of interest policy; trustee remuneration; policy for co-opting people onto the board. By law, they should address issues such as conflict of interest and remuneration. You may then wish to make other amendments to address key recruitment issues. Here are a few examples.

Representation

The right of some bodies to nominate a trustee is common. But are such nominees fully aware that they do not (and cannot) sit on the board to represent the interests of the nominating body? Trustees have a fiduciary duty to represent the interests of your organisation. Why not amend the Articles to allow them to be appointed as observers instead? Years ago, I happened upon a board whose trustees were representatives of local amateur arts societies. The only occasion when maximum attendance was guaranteed was for approving the theatre’s hire fees. You can imagine the outcome!

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