I recently received an email about a not-so active board. Here's what it said:
This non profit organization has board members that are not participating.
Even the Board Chair is not participating for at least a year. Can we
disband the Board? Can we start from scratch, with new Board members, Can we
(President) make decisions without the Board (non existing at this time)?
Here was my somewhat lengthy response.
The failure of nonprofit board members to participate is not a totally unusual experience for nonprofit boards. There is usually 1 -3 (of 12-15) members who just don't participate (prepare for, attend and take active part in meetings, committee membership, give/get money) but there's usually a reason they are included as members and their positive contribution or even just their name is thought to add value in exchange for active participation. Your situation sounds a lot less desirable, but I would welcome your telling me otherwise. Anyway, if it is the case that all the members are inactive, you do have a problem although I do know of situations where the Execs believe that leaving well enough alone is in their personal best interest. Of course, this is not best for fiduciary care and should something serious go wrong and the board has not been fulfilling their duty of care (e.g. the payroll taxes have not been paid), there could be whole and several liability.
So, can you start over and how would that be managed? First, it's important to be really clear about how little each and every board member is doing and understand why that is. Staff can certainly organize and conduct this investigation, but I believe it more desirable if a board member could be identified to work with staff to gain this information (board is technically the "owner") and/or you can recruit an outside data collector who can report to the board and tell them their findings and the findings may provide a stimulus for change. A survey monkey survey could also be initiated with questions like "tell me about your feelings about the mission" and "what do you believe would be the best work board members could be doing for the organization".
However, based on what you've said, I doubt all board members would reply, but you would certainly have clearness about who to keep and who might be more responsive based solely on the numbers of members that do complete a survey. I've also heard of conducting a facilitated board retreat with a professional facilitator/trainer focused on the topic of good governance. I'd recommend a board advocate to promote this concept although some execs just schedule this and work to get as many folks out as possible. In theory this can sometimes be just the stimulus to move the board to a new level of engagement. However, I'm a bit dubious of the possible results if no board member gets behind the idea to begin with (it's all about peers moving peers).
Regarding removing and selecting board members, you must begin by checking the by-laws. The by-laws, no matter how dated, do serve as your official operating rules until you change them in accordance with however the bylaws say you can make changes. Making changes periodically (every 4-6 years to reflect shifts in practice is a good habit but not a requirement).
Anyway, assuming you are still on the path of universal replacement, usually, by-laws have provisions for removing members for failure to attend meetings. In my experience, few boards actually enforce for all kinds of interesting reasons but I think that a mistake. That being said, if there are no other by-laws telling what to do next, I would think about a more subtle, longer-term intervention like not replacing members, but recruiting and installing replacements who are more passionate and mission-focused. Through their presence, you may be able to spark new interest and/or start moving other folks out.
Bottom line: if there are no term limits -- get some. If there are no consequences for failure to attend meetings -- make some and enforce these. Given a bit of time, you can start lining up new, potentially active members. In the meantime, pick a couple of the highest potential members and reinvigorate them -- they can serve as examples of what good board membership is all about.
Generally though, think about that joke about the light bulb -- how many people does it take to change a light bulb? 0 -- the light bulb first has to want to change itself.