Small Gaps Get Bigger: Why Your Bylaws Need to Grow Before Your Organization Does

Many older bylaws set a minimum number of directors and no maximum. They are vague on who can join as a member, who can run, and how elections work when more people run than there are seats. None of that matters when nobody wants the job. It matters a great deal when a dozen people show up at an AGM with a cause.

I've watched AGMs go sideways, especially in churches, for a related reason. Leaders didn't know what they were accountable for under their own documents. When members asked, the answers were made up on the spot to avoid looking unprepared. Members could tell, and trust in the leadership didn't survive the evening.

Small boards are full of overlapping relationships, and that is normal. The problem is having no shared process for naming them. Without a written policy, every declaration feels like an accusation, and every failure to declare looks like a cover-up.

One board I served on had just adopted a conflict of interest policy when it got its first test. A large gift was offered toward a capital purchase, from the parent of one of our directors. Nothing about it was improper. But the chair, new to the role, hesitated to say who the donor was. When we pressed, and explained that directors are entitled to know where donations come from, the connection came out.

Nothing wrong had happened, and the board was in turmoil anyway. Not because of the gift. Because it looked like we were hiding it. We had a policy, but no process that kicked in when we needed it. A gift like that should come with a declaration, a recusal and a recorded decision. Handled that way, it's a non-event.

Most bylaws say nothing about what directors may share outside the boardroom. So when board discussions start reaching staff or parents, the board discovers it has no standard to point to and almost no way to act. A one-page confidentiality acknowledgment, signed every year, costs nothing to put in place.

I've seen this from the inside. A board had decided to remove a senior leader, and one director was a close friend of that leader, with plans to spend time together the following week. Asking someone to keep a board decision from a friend is a hard place to put them. Some of it got out. Nobody set out to leak. The lines just weren't drawn clearly enough for anyone to stand on.

The board governs. The executive director manages. The board's one direct report is the director, and it sets direction, approves policy and holds that role accountable. It does not run the day to day, and the director does not direct the board. When that line is not written down, both sides tend to feel the other is overstepping, and both can be partly right.

In my experience, the cause is almost always the same: boundaries that were never written down, explained and revisited. It isn't enough for them to exist in a binder. Everyone needs to know them, remember them and actually work inside them. A lack of clarity will break a working board every time.

Boards and staff often want the same things for the organization and still end up at odds, because nobody agreed in advance on what success looks like this year. When the director's goals and evaluation criteria are set together at the start of the year, the evaluation at the end is a conversation, not an ambush.

On the board I chair, we still do an annual review, but it's no longer the main event. We hold an in-camera session after every board meeting, then a one-on-one between me and our director. A standing strategic planning committee builds the year's plan with the director, with goals and outcomes we both agree to. That plan is what we check progress against every month or two.

The alternative is waiting a year to tell someone they've been off track for eight months. That doesn't help them. It's just poor leadership on the board's part.