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In Carmichael Centre we work with and support the boards of many different community organisations: large, small, rural and urban. Sometimes boards or individual trustees ask us for advice on when is the best time to step down. This would seem like a straightforward question. Our straightforward answer in the first instance is to check your governing document to see if there is any reference to how long a trustee can serve on the board (the most common practice is three years). This should also include guidance on how trustees can be reappointed after their term of office ends. In answering this question, we are conscious that the context if not always straightforward. There may be a number of issues behind the scenes. Below are a few scenarios based on our own experience with boards around the country.

1. There may be no reference to trustee terms of office in the Constitution of the organisation. In this case there are two possible solutions. The easiest would be to develop a policy on trustee terms of office, including the length of term and the number of times a trustee can re-appointed. The second option would be to amend the Constitution. Any changes to your Constitution would need to be carefully considered and would have to follow due process.

2. There is a policy in place but it has been breached. If the policy lays down strict guidelines then it must be adhered to. However some policies will allow for leeway. I.e. the board may decide not to comply with the term limit for a trustee in exceptional circumstances. The explanation should be duly notes and shared with relevant stakeholders as appropriate.

3. A trustee refuses to step down. This needs to be handled sensitively. The worst case scenario is where relationships have broken down to such an extent that the only solution remaining is the termination of a trustee’s tenure on the board. The board, hopefully led by the Chair, must explore all angles before asking a trustee to step down. There may be a need for external expertise on conflict resolution. This can be an exhausting process for all involved. When the dust settles and the board is back on even keel, time should be spent reviewing and learning from what happened.

4. Trustees feel they can’t step down. Some organisations find it hard to attract new trustees and have to rely on a small cohort of committed, skilled and experienced trustees for many years. Organisations that are prescribed by their context, for example an isolated rural setting or a marginalised urban environment, will inevitably struggle to find new trustees. Some boards also get caught in their own groove, reluctant to look above their own parapet to the possibilities of recruiting new people with different perspectives. In the interests of the organisation and its mission, it is essential that the board keeps developing, challenging and renewing itself.

5. Trustees want to disengage from a difficult internal situation. This is a very challenging scenario. When the board hits a rocky patch, it can test the motivation of all concerned. Sometimes problems appear to be insurmountable. This is where the tenacity of the board and each trustee comes into play. If trustees really believe in the organisation and its values, they will work together to find solutions. A weak board may fail to rise to this, with serious consequences for the organisation and its beneficiaries.

6. Trustees are put off by the increasing demands for governance regulation and compliance. “This is not what I signed up to when I joined the board!” Trustees need to have their eyes wide open when they join a board. The external landscape has changed over the last few years and stakeholders expect the board to fulfil their mandate and to work hard to provide good governance for the organisation.

7. Trustees may be put off by scandals in the charity sector. Confidence in charities and the voluntary sector has been severely damaged in recent years. More and more revelations have a demoralising effect on people who are trying to do what is right. Even more seriously, trustees may be caught in a situation where the integrity of their organisation (and their own integrity) is being questioned. Organisations need to be transparent and accountable and boards need to provide the oversight and direction to ensure that nothing untoward happens. If problems arise, the board must act decisively and openly. Running for cover is not an option. Again, motivation and belief in the mission and values of the organisation comes into play here.

8. The organisation has run its course. This can be a good thing. It may be that the organisation has achieved its mission. This should be a cause for celebration, not a sign of failure. The problem is that different trustees may have very different opinions on when to call it a day for the organisation. It is natural that some people will find it hard to let go after they have put a huge amount of energy into building up the organisation and weathering the tough times. Consensus needs to be reached, based on robust research and analysis, before either redeveloping the mission or implementing an orderly wind-up. It is also important to recognise the difference between organisational burn-out and individual burn-out.

Some useful resources:

The Governance Code

This is a very useful way to check that your governance is in order. It helps you to identify any gaps that need to be filled and to demonstrate high standards of good practice to all your stakeholders. Specifically it has a Director Term of Office Guidance note in the resource section.

See: www.governancecode.ie

 

Charities Regulation

The Charities Regulatory Authority ensures greater accountability and protection against abuse of charitable status.

See: www.charitiesregulatoryauthority.ie

 

The Good Governance Awards

A Carmichael Centre initiative that recognises and encourages adherence to good governance practice by Community, Voluntary and Charitable organisations in Ireland.

See: https://goodgovernanceawards.ie/

 

KnowledgeNET

Use KnowledgeNET to access management and governance best practice. It’s a free resource brought to you by Carmichael Centre and a host of specialist contributors.

See: http://knowledgenet.carmichaelcentre.ie/

 

Boardmatch Ireland

Boardmatch Ireland recruits people for nonprofit board positions directly from the business and professional sectors, who use their skills and experience to enhance governance within the nonprofit organisation.

See: http://www.boardmatchireland.ie/

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