Part One of this post on "The 100-Member Board of Directors" reviewed the legal duties of directors and recommended that an appropriate board size should take into account the number of directors actively participating in the governance of the organization. Here is a list of the pros and cons of very large boards.
- May lead to a larger network of potential donors, funders and other supporters of the organization.
- Provides a greater source from which to staff board committees.
- Helps prevent directors from being overworked.
- Allows an organization to recruit for a wide variety of skills and experiences.
- Allows an organization to more easily embrace diversity on its board.
- Discourages active participation by all directors on all board-level matters (meetings tend to be dominated by only a few individuals).
- Discourages open discussions among the directors and may more easily lead to groupthink, a type of thought exhibited by directors who try to minimize conflict and reach consensus without critically testing, analyzing, and evaluating ideas.
- Discourages attendance (in large part because of the directors' inability to actively participate at meetings) and leads to apathy and loss of interest.
- Makes it more difficult to create a feeling of board unity and cohesion.
- Facilitates free rider problem in which directors fail to meet their duties and responsibilities and rely on other directors to carry the burden of providing adequate direction and oversight of the organization.
- Makes it difficult for organization to provide adequate support to the board (e.g., sending board packets in advance of meetings).
- Makes it difficult to schedule meetings and take board actions by written consent (which typically require signed consents by all directors).
In my opinion, the cons almost always outweigh the pros, particularly in cases involving boards with 30 or more directors. And the pros of a very large board may be achieved by organizations with smaller boards using non-board committees with certain specified delegated powers, advisory committees, and task forces.
The "100-member board of directors" tends to include many directors who infrequently attend board meetings, fail to review financials and program reports, and lack appropriate knowledge of the organization to make informed governance decisions. Yet, organizations with these very large boards persist. Why? - Primarily because some individuals want the recognition of serving on a board without the attendant responsibilities, the board's fear to offend inactive directors who contribute in ways other than governance, tradition, and a lack of courage and leadership on such organizations to make difficult changes that will ultimately benefit their organizations.
You can read more about board size in the following briefing by the Council on Foundations: At Issue: What is the Best Size for Your Board?
Part Three of this series will examine some statistics and examples.
Part One of this series reviewed the legal duties of directors and recommended that an appropriate board size should take into account the number of directors actively participating in the governance of the organization.