Over the last twenty years or so I have done quite a bit of thinking and speaking on the topic of how to strategically develop a well-rounded, well-engaged board of directors. I teach boards how to determine what skills and characteristics would be needed in the ideal future board, how to analyze the existing board to identify gaps, and how to recruit newcomers to fill those gaps.
Nothing sinks a good board development plan like the antiquated provisions in the bylaws that require board members to be elected at an annual membership meeting. And, trust me, I've rarely met anyone who is actually responsible for putting one of those together who is happy about it.
That's why I always love it when I get to tell someone, "You know you don't have to have a membership meeting, right?"
I've literally heard workshop audience members gasp when I've said that.
"Right, so, since the invention of the internet there are much better ways to engage your donors and supporters, and to be transparent and accountable to them. It's hard to get people to the annual membership meeting because most people don't like having to vote on stuff they don't know about."
There's no law requiring it, so take those provisions out of your Bylaws and make the board responsible for its own development. If you are the membership staff or lead your board's recruitment efforts, make your life easier. Ditch the annual meeting. Make membership in your organization about belonging, not about governing.
Here are the action steps.
- Check Your Articles of Incorporation. Once upon a time, founders would sometimes put a definition of membership in the Articles of Incorporation, spelling out how to become a member and providing voting rights. Other times the Articles simply state that membership provisions will be outlined in the Bylaws. If there is a definition in the Articles, you'll have to file an amendment with the state. Totally doable, but consult an attorney or at least someone at a nonprofit center where they have expert guidance. If there is no provision in the Articles, you're golden.
- Check the Amendment Provision in Your Bylaws. In many cases membership-based organizations have Bylaws that can only be amended by some quorum of the membership. If this is the case, you will have to have one last membership meeting to adopt changes to the Bylaws. I've helped dozens of groups do this and I've never seen it get contentious. Indeed, I have never seen anyone vote No. If there are people in your membership who might question the change, touch base with them in advance. Explain your reasoning. Talk about what you will do to include members in the future. Show respect for their views and prepare well for the meeting. You got this.
- Draft the Bylaws Changes. Strike all that stuff about membership and the annual meeting and replace it with something like this: "Membership shall consist of the Board of Directors.? The Board of Directors may adopt policies and programs designating certain donors or volunteers 'members' with certain privileges, but governance of the corporation rests exclusively with the Board of Directors." Make sure to amend any other provisions that relate to membership and especially the section on how to amend the bylaws. Note that many states require the board to meet at least once a year, often calling it the annual meeting. If your board meets more often, then the annual meeting could be when new officers are elected and the committees reorganized.
- Design an Appealing Membership Program. Remember, you are only changing the legal definition of member to make the board the only corporate members. You are still totally able to have a robust membership program for donors and volunteers. Decide what the benefits are before making the change. Will members get a membership card or a special gift? Will they be invited to members-only programs or get special information? Will they receive a discount on merchandise? What about a Facebook Group restricted to members? Make sure you spell those out in policies and write a membership development plan that engages and involves your supporters.
- Build Out Your Guidestar Profile. This is the transparency piece. Every registered nonprofit in our country has a public profile at Guidestar.org where the IRS 990 is published, even those who file the postcard version. All groups should claim their profile and enter information to get a seal of transparency. Basic information earns a bronze seal. Upload financial statements for silver. Outline your goals and strategies for gold and identify performance indicators for platinum. Put your seal on your website and social media and link it back to your profile. Make sure people can really learn about your organization there. Don't forget to link your donation button to the profile. Learn more here.
It's true. Some organizations will decide to keep doing things the hard way. (To be specific, boards will decide staff should keep doing things the hard way.) They'll hold on to some seriously old-fashioned notions about being accountable to the members because some number of eager beavers show up once a year to hear a presentation on the financials and vote on a slate of board members. Truly, I don't know why anyone would ask their supporters to go through that. More importantly, it creates an unnecessary roadblock to the strategic development of a well-rounded board of directors.
So, go ahead. Press the easy button. Skip the membership meeting and all the effort that goes into it. The vast majority of your members will thank you for it!
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Nonprofit Reputation & Strategic Communications Expert | Course Developer, "Decoding Nonprofits: A Blueprint for Corporate Leaders"
1 个月This is a really interesting approach! It makes so much sense—people just don’t engage with reports or board positions like they used to. It's like how membership models tied to the financial year can feel outdated, especially in a subscription-based world. I’m curious about your approach to annual reports though. Members traditionally oversee the board and vote on reports, so how do you balance that with your shift in governance structure? I’ve seen some organizations tie these obligations into broader events, which I recently touched on in my article “Unlocking the Strategic Power of Events” (on my profile). Would love to hear your thoughts on how nonprofits can engage members while still being transparent.
Helping nonprofits move from vision to action
2 个月Thanks for the article, Cathy Allen. As far as membership benefits go, I don't know many people who consider voting on the board an important one, myself included.