Should Orchestra Trustees Have Term Limits?

Those of you who read this space for comments about music may wish to take the week off. This one is about the boring subject of governance--specifically about boards of trustees. Boring? Well, I suppose it is to some, but not to me. Critical to the survival of orchestras? Absolutely. Perhaps as critical as any aspect of orchestras.
In particular, I want to address a subject that I am asked about frequently when I am visiting an orchestra and meeting with its board. The subject is often defined as "term limits," but it is actually two separate issues: term length and term limits. And it is further divided, as a subject for thought and comment, into terms and term limits for trustees, and for officers. First let's discuss trustees, lumping terms and term limits together as one subject for the sake of convenience.

I first joined an orchestra board 42 years ago (at the Syracuse Symphony), and since that time have never not been associated with nonprofit boards, and orchestra boards, both as an administrator working for them and as a board member. I have spent virtually my entire adult life involved intensely with boards, and have actually given the subjects of terms and term limits a great deal of thought. (I'll bet many will find it astonishing that such a seemingly arcane subject could actually spark someone's imagination the way this one does mine!) I've read books about governance, and I've had many conversations with people who have made their careers consulting for nonprofit boards, or leading them. The League of American Orchestras' board chair, Lowell Noteboom, has probably been the most influential in shaping my own thinking.  

Why am I even writing about terms and term limits? Because I believe that how an orchestra treats the subject will have a very significant impact on the organizational success of that orchestra.

Term length for board members is a pretty simple matter; the general standard seems to be three years, practiced almost universally. The issue of term limits, however, is far dicier. Term limits is the phrase used to define the by-law that limits the number of successive three-year terms a board member may serve before having to go off the board. Many (but not all) boards then permit that member, after taking a full year off, to come back for a new set of three-year terms--so it could be six years on, one off, six more on, one off, six more on, etc. But there are variations. I recently encountered a board that had a "two-year off" period (which I thought was excessive), and which then permitted the member to come back on for only one single three-year term, then off forever. Many boards, worried about losing the interest of valuable board members, permit them to stay on committees during that off year, in order to retain their loyalty until they can be invited back. In some cases, they are even invited to board meetings as observers during the off year.

Why term limits? If an orchestra wants continued involvement from strong trustees who are contributing intellectual, professional, or financial capital (or all three), why even have limits? After all, you do everything you can to keep such people close during that off year and then bring them back. Why not just allow successive three-year terms without limitation?  The reason that's always given is that this is a polite, genteel way of pruning a board of those members who are really not contributing. You don't have to single them out by dropping them: Everyone is dropped after six years, and those members who were not important contributors of work or resources are simply not asked back--a far less visible, more discreet way of removing them from the board. But while that is true, so is the opposite: Term limits enable a board to keep non-contributing members for six long years (or nine if the term limit comes into play after three three-year terms). This system serves as a disincentive to the board and its governance or nominating committee to exercise due diligence and re-nominate only people whose presence makes a real difference to the orchestra.

I know that the issue of non-renewal is relatively easy for the League of American Orchestras to deal with--the League has a national board whose members won't consistently run into that dropped trustee at the country club--and for a while I believed that term limits were the right solution for orchestras and other local boards. I no longer believe that, though you cannot eliminate term limits unless your board is willing to develop the culture and discipline of truly examining the performance of every trustee, and only re-nominating those whose presence can be shown to have made a meaningful difference to the orchestra. If your orchestra cannot or will not develop that discipline, then having term limits is better than keeping non-performing trustees on forever.

As part of evaluating the performance of trustees, the organization must ask itself whether it made its expectations clear when the trustee was invited to join. If the answer is yes, then it seems to me that discussions with non-performing trustees would probably result, if handled well, in a polite, kind-hearted pruning. But if, on the other hand, a trustee has made meaningful contributions--financial, intellectual, or professional--on a continuing basis, contributions that have put the orchestra in a better place, it is very hard for me to see why an orchestra would want even one year off for that trustee. Our trustee talent, in communities large and small, is not so abundant that we should remove from our midst those who are an important part of our success.

Next week in this space, I would like to address the issues of terms and term limits for officers of the board.

March 27, 2009 12:40 PM | | Comments (1)



Your article uses sound logic but avoids the most essential argument for term limits. The new 990 asks the question. A no answer (No, we don't have term limits) alerts the educated giving community that the organization is not engaged in best practices as defined by the Independent Sector and the IRS. Therefore, funding is put at risk. Surely this must be considered in your advising cultural organizations.

I am checking into this to learn just how true this assumption is. But I certainly know of well-run non profits (such as the St. paul Chamber Orchestra and the League) that do not have term limits, and I've never heard of that hurting funding. But we'll check and post more on a later blog.


The League's government affairs expert, Heather Noonan, has something to add to this discussion:

See page 17 of Independent Sector's Principles for Good Governance and Ethical Practices, found here:

You'll see that IS has specifically taken a non-prescriptive approach, saying, "Every charitable organization should determine whether its best interests are served by limiting the length of time an individual may serve on its board."

The new Form 990 is available here:
Under Part VI., Section B, Policies, - where this type of question would "live," I do not see a question regarding term limits. Nor does it appear elsewhere in the Form.


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This page contains a single entry by on the record published on March 27, 2009 12:40 PM.

Building Your Board: Look for Qualities, Then Names was the previous entry in this blog.

Board Officers: The One-Year Term Is a Poor Governance Practice is the next entry in this blog.

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