Board Officers: The One-Year Term Is a Poor Governance Practice

Last week in this space I set the hearts of music lovers palpitating with excitement as I discussed the sexy topic of terms and term limits for board members of orchestras. Since that so fulfilled my readers' fantasies about great music and musicians, I thought I'd devote a second week to a related topic--terms and term limits for board officers, and in particular the board chair.
Let's start with a definition: I am using the term "chair" to describe the role of the structurally highest officer on an orchestra board. Sometimes this officer is called president, sometimes chair, sometimes chairman. (None that I am aware of is called Poobah or Grand Fromage!) There is still a minority of orchestras--anecdotally I'd place it at under 10 percent, but I could be wrong about it being that low--that have one-year terms for their chairs, and a number of those do not permit (or at least practice) re-election.  

I want to be clear about this: I truly believe the one-year term to be a very poor governance practice, one that will almost guarantee a board that doesn't function well, and probably an organization that doesn't function well.  To the argument "we can't find anyone to take the position for longer than one year," my answer would be "you're looking at the wrong people."  The job should not be so hard that it is un-doable for longer than a year. When I managed the Chicago Symphony, I had as board chairs people like the chairman and CEO of the Amoco Oil Company, and the chairman and CEO of Kraft Foods. Each served three-year terms, and each found the time to do the job, and do it well. I doubt that there are many who are busier than those two folks!  The chair should not be micro-managing, should not be into the smallest level of detail--that is what consumes the time of many chairs. Even in small orchestras that have small or one-person staffs and the board has to do some of the actual work, if a chair delegates appropriately to committees and task forces, and to their chairs, the job of board chair will not be that time-consuming.

Insisting on setting up a two-year minimum, and seeking someone willing to take it on, is likely to mean that the orchestra is finding a person truly committed to the organization, and to doing a wide job of leading without taking over. Here is a list of reasons why I believe that one-year terms are detrimental to the success of the orchestra:

1) The chair is just learning to do the job well when she becomes a lame duck.
2) It breeds a short-term outlook on the part of the chair--whose interest is in ensuring that her one year is without a deficit.
3) Many aspects of our complex orchestral organizations are slow to change, and if the change is begun mid-term, one chair will start it and a second will see it to completion.
4) The poor executive director has to learn the desires, work habits, and requirements of a different boss every year.
5) I have seen in orchestras like this a de-emphasis on long-range strategic planning, because there isn't one chair to see it from start to finish.

In my view, the ideal by-law provision calls for a two-year term for all officers, with the possibility of at least one two-year renewal (assuming that both the chair and the organization want it). Variations such as three two-year terms, or two three-year terms, are perfectly fine and effective. What doesn't work well, and I have seen it over and over again, is annually rotating board chairs.  I must say that I believe this about as strongly and passionately as I believe anything related to orchestra governance.

April 3, 2009 10:16 AM |



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