VonLehman is now part of Dean Dorton. Click here to learn more about the merger.

Determining Your Nonprofit’s Board Size: What’s the Magic Number?

08/23/2023 Bill Newell

Recruiting and retaining committed board members is a never-ending process. For many not-for-profit organizations, determining an appropriate-sized board takes time. Although state law typically sets the minimum number of directors a nonprofit must have on its board, it’s up to each organization to determine how many board members it needs. The number of allowable board members should be stated in the organization’s Articles of Incorporation or Bylaws.  Once your board size meets its state requirement, what should you consider? Both small and large boards come with perks and drawbacks.

Small Boards

Smaller boards allow for easier communication and greater cohesiveness among the members. Scheduling is less complicated, and meetings tend to be shorter and more focused. Plus, the members’ higher level of involvement can heighten their satisfaction.

Several studies have indicated that group decision-making is most effective when the group size is five to eight people. But boards on the small side of this range may lack the professional expertise (finance, marketing, information technology, legal, governance, etc.) or diversity necessary to facilitate healthy deliberation and debate. And members may feel overworked. This can lead to burnout and an early departure.

Large Boards

Burnout is less likely with a large board where each member shoulders a smaller burden, including fundraising efforts. A large board may include more perspectives and a broader base of professional expertise. Large boards typically foster strong institutional memories and provide more extended outside networks.

On the other hand, larger boards can lead to disengagement because members may not feel they have enough responsibilities or sufficient voice in discussions and decisions. Larger boards also require more staff support and can strain the CEO or executive director, who must develop a relationship with each member.

Making Choices

If you’re thinking about resizing your board, think about:

  • The current sentiment about its size (is the consensus that it’s too large or too small?),
  • The current board-size requirements in your bylaws,
  • Board member responsibilities and desirable expertise,
  • Fundraising needs,
  • Committee structure,
  • Your nonprofit’s life stage (for example, start-up or mature),
  • The size of your organization’s staff, and
  • The complexity of the issues facing the board.

You may have heard that it’s wise to have an uneven number of board members to avoid 50/50 votes. In such a case, though, the chair can break a tie. Moreover, an issue that produces a 50/50 split usually deserves more discussion to come closer to consensus.

Downsizing Carefully

If you decide a larger board is in order, you likely already know how to recruit more members. Trimming the board is a trickier situation. For starters, you might need to change your bylaws. Generally, it’s best to set a range for board size in the bylaws, rather than a precise number. Your bylaws already might call for staggered terms, which makes paring down simpler; as members’ terms end, just don’t replace them.

If part of the motivation for reduced board size is a lack of engagement, you could establish an automatic removal process. For example, members may be removed for missing a specified number of meetings. But remind exiting board members that the board isn’t the only way they can serve the organization as there likely are many volunteer opportunities, including committee responsibilities, within the organization.

Whether increasing or reducing your board size, remember you must notify the state of the changes through your annual filing requirements with your Secretary of State.  Notification to the IRS will be done through the annual filing of your organization’s Form 990.

Finding the Sweet Spot

There’s no board member size “sweet spot” that will work for every organization. In fact, it may take several attempts to find the right size for your organization. For any questions related to this article, please contact Bill Newell at bnewell@vlcpa.com 06 800.887.0437.

Have a Question? Contact Us

Contact Us