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Addressing the Ever-Changing Landscape of Association Boards

Note: This article appears in the December 2013 edition of Barnes & Thornburg LLP's Associations & Foundation Update e-newsletter.

Just as associations have worked to redesign their membership categories and meetings, the size and role of association boards is changing too. Board sizes are decreasing and boards are become more strategic in their direction thereby allowing staff to focus on the tactical efforts of executing the board’s strategic plans. Board governance roles and oversight remain a critical focus as the IRS heightens its scrutiny. Further, board recruitment and retention continue to be of importance as associations compete for their volunteers’ precious time.

Board Size

Many associations are reevaluating the size of their boards. While larger boards often provide a broad scope of representation, they can also present challenges in terms of meetings and consensus building. As such, many associations have sought to revise their size of their boards to make the meeting and governance process streamlined while still ensuring representation by a cross-section of membership. It is important to review the association’s bylaws in order to determine whether any revisions will need to be made based on changes to board size.


As government and regulatory oversight of nonprofit organizations continues, association boards need to ensure that they have a steady pipeline of qualified volunteers to serve as board members. Associations should strive for a process which permits volunteers to become involved at many levels in committee and program work. Such involvement will build experience in the volunteer base and help to ensure that proper leadership candidates can be identified.


It is important for associations to make the requirements of board service clear to prospective board members. A successful strategy in this regard is to develop position descriptions for board members – much like a job description – with education and experience requirements as well as the essential functions of the job. Prospective board members should be evaluated on that basis to ensure consistent and objective consideration of candidates.

Conduct and Removal

Board relationships begin with the best of intentions on the part of individuals who make the commitment to serve. Yet – either due to professional or personal conflicts – directors may not be able to carry forward on their commitments to the association. In those situations, it is important for the association to have policies in place governing board member attendance at board meetings, conflict of interest and conduct. By having these policies in place and ensuring board members are properly advised of the policies and have acknowledged their agreement to comply, if there is a concern with a board member’s behavior, the association will be in a good position to address the concerns with the board member and do something about it.


As noted above, associations should periodically review its policies both for staff and for volunteers to ensure they are current and comprehensive in scope. Often, as associations may have developed policies over the years, it is common that the polices are not grouped together in one place. The task of grouping policies together will benefit the association by building consistency among policies. The collection of policies will also serve as an important training tool for both staff and volunteers.

Paula Goedert is Chair of Barnes & Thornburg’s Associations and Foundations Practice Group, where she concentrates her practice on the representation of non-profit organizations, including professional societies, trade associations, public charities and private foundations. Paula can be reached at (312) 214-5660 or paula.goedert@btlaw.com.

Barbara Dunn is a Partner with the Association and Foundations Practice Group at Barnes & Thornburg where she concentrates her practice in association law and meetings, travel and hospitality law. Barbara can be reached at (312) 214-4837 or barbara.dunn@btlaw.com.

© 2013 Barnes & Thornburg LLP. All Rights Reserved. This page, and all information on it, is proprietary and the property of Barnes & Thornburg LLP. It may not be reproduced, in any form, without the express written consent of Barnes & Thornburg.

This Barnes & Thornburg LLP publication should not be construed as legal advice or legal opinion on any specific facts or circumstances. The contents are intended for general informational purposes only, and you are urged to consult your own lawyer on any specific legal questions you may have concerning your situation.



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