Q. What are the pros and cons of having “members” in your land trust, in addition to a board of directors? (11/07)

A. Our board is exploring the question about whether our land trust should consider moving away from a “membership” corporation. Rather than have members who pay dues and in return get legal rights such as voting for the board of directors or changing the bylaw, we propose having “members,” who provide support but do not have voting rights. Are there any land trusts out there that have made this transition?

Teri Ptacek,
Director
Agricultural Stewardship Association
28R Main Street
Greenwich, NY 12834
(518) 692-7285
Fax: 692-7720
teri@agstewardship.org

Response #1 Teri – The other excellent comments prompted me to follow up with a few more details.

First, our members commented overwhelmingly (in the discussion about the change) that they did not become members because they wanted a vote. They were members because they supported the organization’s goals, wanted to support it financially, and wanted to stay informed about the organization’s activities. No trustee or member could, at the time, recall a single case of dissent in the organization’s 40-year history over a nominee (the nominees had always been presented by the current trustees, although nominations from other members were permitted). Just to be clear, we have fifteen trustees with three-year staggered terms. Five trustees have terms ending each year; officers serve for one-year terms. Elections for trustees and officers still happen just as before – it’s just that the voters are the trustees (only) instead of the members.

I have seen exactly the same behavior in another local organization, the Nashua River Watershed Association (I’m the current board president). We just had our annual meeting – where the members DO get to vote – and the outcome was the same as it always was. After the board presented the slate of directors and officers from the nominating committee, a motion was made to elect that slate, and it passed unanimously. I cannot recall it ever being any different.

One might say that that’s just what happens when the board is doing a good job, but the members need the “safety valve” of being able to remove a bad board member. I don’t think most members feel they’re in a position to evaluate a board member’s performance; the other board members are far more able to do that. If a board member were doing a bad job I really doubt there would be a popular uprising among the membership to replace him or her that wouldn’t be addressed more quickly by the board itself. I should point out that while both organizations I refer to have several long-standing board members, there have definitely been members who were either removed before the end of their term or not re-nominated at the end of their term. Both sets of directors seem to police themselves well.

I think the risk of a “hostile takeover” is far greater than the risk that a poorly-performing board member won’t be removed without membership involvement in the vote. We have had no complaints at all from our members since we made the change (about 5 years ago), and we have continued to pursue substantial new conservation projects. Perhaps the wisest advice came from George Bernard Shaw, who, in Man and Superman, observed, “Democracy substitutes election by the incompetent many for appointment by the corrupt few.”

Ed Ed McNierney
Groton (Mass.) Conservation Trust

Response #2 I’d love to add some additional perspectives to this discussion. I think this is a common and important issue, but I also think it gets mixed up with a lot of other things.

First, membership vs. “membership.” I think the concept of having a “membership,” where contributors get to be part of an organization that is making a difference is critical. Regardless of whether people have a legal right to do anything, I think it is critical to give people a sense of ownership. In many ways, I think shared ownership in a land trust’s success is the most important outcome of fundraising, ensuring the trust can become a community institution. That concept is essential in making good on our collective promise of perpetuity. To be clear: these members rarely cover their costs incurred by the organization. Good membership programs provide enough connection and cultivation that they rarely pay for themselves. However, they do provide the foundation for a much more efficient and effective major donor program, that does more than cover costs – it provides critical unrestricted funding and the critical relationships to support many important capital campaigns and planned giving programs down the line.

Second, “democracy.” With all due respect: hooey. I’ve worked with a lot of organizations but I’ve yet to find any organizations that have voting members that have anything that resembles democracy. If you think voting numbers in the United States are pathetic (and they are), how can you even think that having five percent of your members vote gives something like democratic participation. Thirty percent is considered phenomenal for membership participation (and that figure becomes even more unrealistic as you grow your membership into the thousands) and that is still pretty anemic. I think it becomes a false democracy and makes it easier for groups to neglect the other important outreach and involvement strategies that DO matter. If an organization wants members to be involved, have them participate in focus groups, surveys and membership discussions about trends, issues and opportunities. Engage them in a thoughtful conversation about your conservation priorities and where the most important signature landscapes might be located. Make these discussions meaningful and you’ll have a fully engaged and supportive membership. But if you simply give them a vote, most won’t use and more won’t care.

Third, “board apathy.” Apathy is never an issue of democratic selection. It’s a symptom of several common mistakes that repeat themselves again and again among land trusts. Board members don’t participate because they don’t have a job. They sit in a meeting and are rarely engaged in the meat of the discussion. They vote a few times and then go home without a job to do before the next meeting. Even worse, they learn at the next meeting that a “strong” executive committee has made several interim decisions so as not to “overtax” the board. If a land trust wants a board member to be engaged, give her a job. Put her on an active committee. Don’t delegate responsibilities to any committee – executive or otherwise – that should be the job of the full board of directors. If you do that, you won’t have board apathy, regardless of who elects the board. Calcified and non-connected boards exist because they don’t make connecting to their membership a priority. That calcification is just as present (perhaps more so) when boards put their vote up to a membership that rarely cases about the outcome.

Fourth, “board development.” I think the board development process is a thoughtful and defined effort to identify the diverse skills, connections and demographics that should be represented on the board. It requires initial analysis of what is needed and what is present, thorough recruiting efforts to engage and invite leaders who fill key slots, initial and on-going orientation to ensure that candidates are clear on the expectations of their performance and much more. That doesn’t happen when the board president says, “Are there any nominations from the floor?” If the members are to vote, strong board development suggests that they vote in a slate pre-defined by the Board Development Committee to ensure the diversity and capability that is essential to effective board functioning. How is that any better than having the Board vote on its own?

Here’s my challenge to anyone who thinks having membership vote for the board is important. If you can involve your membership and engage their support in such a way that more than 65 percent vote on any issue – while at the same time you make growing your membership a priority – then I think you can make it work. Please write in and tell us your story – we all would love to hear it. But if you aren’t able to put the time and energy into the membership involvement strategies that actually ensure full participation, I suggest abandoning the lure of false democracy, have the board elect the board through a strong board development process and consider other ways for members to feel connected and supported by the organization. I think the latter will be time and money much better spent.