David La Piana // October 17, 2013 09:00
Americans like things big. Everything from our kitchen appliances to our cars seems to be bigger than what is considered normal in the rest of the world. So we can perhaps be forgiven for thinking that our nation’s democratic traditions require big boards. But do bigger boards really lead to better governance, truer representation of constituents, and more effective fundraising—or do they produce just the opposite effect?
First, let’s consider what we actually mean by “big.” In a board, big is definitely in the eyes of the beholder. In the corporate world a board of a half-dozen is considered normal. Nonprofit boards are seldom so diminutive. A “small” nonprofit board may have 12 members, and many human service providers like 18-24 member boards. Fifty-member museum, opera, and symphony boards are not unheard of, often because they are trying to provide a seat for every major donor. As the CEO of one such organization told me, “We don’t really have meetings, they just come in and hand me checks.” (OK, that is certainly one approach.)
Advocacy organizations tend toward big boards for a different reason. Since they are often membership organizations they have a very broad constituency to represent, and some have decided that the only way to do that adequately is to try to reproduce the geographic spread, ethnic and other forms of diversity, and spectrum of political views of the whole membership. Although some advocacy groups, such as Amnesty International USA and the Sierra Club, have opted for small-ish boards (18 and 15, respectively), others, such as the NAACP (64) and the ACLU (83) go big. In none of these groups is fundraising a major board responsibility; directors are elected to represent.
The idea of a big board is in some ways appealing: let every voice be heard! But the reality is often quite different. Any group bigger than a dozen people begins to allow some members to “hide,” sliding by with poorer attendance, not reading the materials, and when push comes to shove, not really being knowledgeable enough to make an informed vote. This problem gets worse as the board gets bigger.
Let’s do the math. If a life-and-death matter comes before a 50-member board and each director is allowed to speak once for three minutes on the topic, that is going to take two-and-a-half hours. And a conversation where each person speaks once is not really a dialog; it’s more like the public testimony portion of a city council meeting: a series of disconnected, self-contained comments that don’t move the organization toward a decision.
Does the CEO of an organization with a 60-80 person board even know his or her directors by sight? By name? How does such a board participate in strategic conversations and how does each individual director discharge his or her fiduciary responsibility? The cost of bringing a board of this size together is also significant, not to mention the staff time required to manage the board and its various committees. Maybe the big-city opera can justify 75 board members if each gives on average $10,000, but then it is really a fundraising vehicle (and a pretty darned good one), not a governing body.
One suggestion for those nonprofits that feel they must have a big board: empower a small executive committee of a dozen to be the legal board of directors, charged with making all fiduciary and strategic decisions. Then convene the larger body only a few times a year, mostly for educational and “rally-the-troops” events. The real board is then a small enough body to meet with the CEO to plot strategy, and to hold him or her accountable for its execution. As for the big board: well, it can still write checks.