Can a Board Member Just Say ‘No’? Deciding If a Board Member Should Be Accountable for Governing or Volunteering

With the exception of a nonprofit board’s infancy or juvenile stage of governance, it is my opinion that for all practical purposes, sitting on a nonprofit board is more glory than guts, requiring the minimum of wear and tear. By my estimate, the average amount of annual time given to a nonprofit board is about a maximum of 40 hours to 50 hours. Yes, board members who volunteer (particularly if they have been on a board in its infancy and juvenile stages) likely put in a whole lot more time. But do we singularly consider the job of governing a not so draining a job? Yes, the relational side of governing can tear at the seams, but again, not such difficult a job.

Beyond the Call of Duty

But there are times on nonprofit boards when members are asked to do more than govern. Take for instance, give or get money. There are many advocates who emphatically argue that giving and getting money is an obligatory central task of governing, and there are obvious
consequences for the organization if giving or getting is not conducted by
members. Legislative advocacy is another one of those tasks identified as central to governing and, indeed, there can be consequences to the organization if members do not participate in advocacy activities.

But are these two tasks really a governing obligation, and does it matter if they are not? Bottom line: If these tasks, as well as other occasions when members are asked to volunteer for functions or even deliver services (as they are in a board’s infancy and juvenile stages of development), are viewed as a central part of governing, board members do not have license to say “no” when asked. If board members do say “no,” perhaps they should be invited to no longer serve as board members. This presumes, of course, they were advised of these governing and non-governing obligations when recruited.

Consider All Options

But I am not at the place where the activities of fundraising, advocacy and volunteering are requirements of what is governing. I pose that the core tenet of governing is the fulfillment of the fiduciary duty of care, which is focused on making (policy, planning and evaluation) decisions that are in the best interests of pursuing mission. As most references will reinforce: The duty of care requires that members consider and take actions that any others with like matters would make (the standard of prudence).
So, I believe that nonprofit board members may be asked to take up fundraising, advocacy and even volunteer tasks with the understanding that not participating is not a failure to fulfill their fiduciary duty of care. At the same time, if the board collectively agrees, even with dissensions, then all are obligated to participate.

Of course, the subsequent question, if one chooses to say “no,” can and should they be removed? For now, the answer is “maybe,” but this would not be my first instinct. The board would need to be reminded what is the intrinsic governing benefit the member brings before considering removal. Of course, it is the rare board in my opinion that ever takes action to remove a board member for any cause.