Joe Wilson, founder of the Xerox Corporation, and his wife, Peggy, formed the Wilson Foundation in 1963. A few years ago, we engaged in strategic planning to revisit our giving priorities. At the time, our board had 24 members that spanned three generations, and were spread across the country. In order to achieve our impact goals, we needed the proper governance structure.
Our Board Succession Planning Process
We had three main goals for our board succession plan:
- Incorporate our next generation
- Analyze board expenses
- Understand how we can better manage the foundation for greater impact
Board governance conversations can be challenging for family foundations because they’re personal. We hired a facilitator. This helped take any perceived ownership out of the process.
The board convened a smaller working group that set clear objectives. We started by asking ourselves a lot of questions:
- What do we look like compared to the field—e.g., size, expenses?
- Is board service a right or a privilege?
- Should we continue discretionary grantmaking for board members?
Proposed Governance Structure Changes
The working group knew that family members would raise concerns about proposed changes to our governance structure. The foundation plays a big role in bringing the entire family together. It encourages respect, love and service to the community, all values instilled by our founders. The board has always felt strongly about passing those values on to the next generation.
We tried to anticipate issues, while emphasizing both our fiduciary and philanthropic duties to the community during the proposal development. For example, we knew some family members would lose interest in the foundation’s activities without participating on the board. However, given the size of the board, it didn’t seem appropriate to pay too much to bring the family together.
The working group proposed reducing the maximum board size from 25 to 11, with two seats reserved for incoming members from the next generation. This necessitated two-year term limits, renewable once with a one-term hiatus before returning to the board.
Our executive committee approved the plan. The full board denied it.
A Lesson in Board Succession Planning Prioritization
The board could not accept the size reduction. This rejection was disappointing, but we were heartened by the board’s love and admiration for the work they do, and their desire to pass it on to the next generation.
During the full board discussion, members talked about other ways to downsize. The board agreed that the next generation and family connectedness were greater priorities than our discretionary grants. The board voted to eliminate them.
Our board also understood that the family was too big to have everyone serve at the same time. It voted to maintain the 25-person size limit, but with term limits—three years, renewable once with a one-term hiatus before coming back.
Over the next year, we finalized and implemented:
- An 18-month next gen training program with a focused curriculum
- A family engagement menu for family to remain connected to the foundation when they’re not on the board
- Revamped communications through Board E-news
- A transparent nomination process that includes board expectations and qualifications, a nomination form and nominating decision guidelines
Board Succession Planning Advice for Boards
Make sure the succession planning process is respectful, civil and inclusive, even if that means decisions take longer to make. It’s important to model good behavior for the next generation, and having buy-in by all family members is vital to the long-term success and legitimacy of future board actions.
Similarly, know that positives can come out of a board rejection.
Board Succession Planning Advice for Staff
Hiring an outside facilitator was essential. These conversations can be emotional, and it’s not the responsibility of foundation staff to have to navigate family dynamics.
Allow the process to ebb and flow. A skilled facilitator helps keep everyone on track, but they also know that sometimes groups take three steps forward and one step back.
If the process doesn’t go as planned, as our initial recommendation did not, find the breakthroughs and keep moving those forward. It takes time, but eventually your board will end up in the right place.
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About the Authors
Katie Ensign served on the Wilson Foundation board for over 30 years. Megan Bell is executive director emeritus of the Wilson Foundation. Deirdre Garton served on the Wilson Foundation board for over 30 years, twice as chair.