Skip to main content

Evolving Board Governance to Support Strategy and Accountability

Family foundations often confuse longevity with effectiveness. Boards can operate with good intentions even as the context around them changes and governance structures remain largely untouched. What once worked through shared history and relationships can, over time, rely more on habit than intention.

In many cases, expectations about who serves, how decisions are made, and how transitions occur remain implicit rather than clearly articulated through governance structures. This can make it harder for boards to adapt, hold themselves accountable, or ensure that governance keeps pace with evolving strategy and community needs.

The Betty and Davis Fitzgerald Foundation reached this realization gradually, and somewhat uncomfortably. The foundation did not revise its bylaws because something broke, but because too much of what mattered lived in custom, memory, and goodwill rather than in shared expectations. Following the hiring of a new executive director and engagement in a formal strategic planning process, the foundation clarified the impact it sought to contribute in the community. Those conversations surfaced deeper questions about how the foundation needed to govern itself in order to deliver on that vision.

The urgency of this work increased as the foundation anticipated the retirement of its founding board chair and recognized it was approaching a significant leadership transition without clear succession structures in place. At the same time, the board sought more consistent engagement from trustees and clearer alignment around roles and responsibilities.

In response, the board issued a formal RFP and engaged Boldly Go to support a governance and succession-planning process. That external partnership helped pace the work, surface candid trustee perspectives, sequence decisions, and move the foundation from intention to implementation.

What follows is not a governance model to replicate, but principles that may be useful to any family foundation asking whether its structures serve its mission or simply its momentum.

Principle 1: Structure as Enabler, Not Constraint

For many years, the foundation’s board structure emphasized continuity. Family members served as long as they were willing and able, up to age seventy-five. Trustees who were not family members were capped at one-third of the board. These norms reflected the foundation’s history, but over time they limited flexibility, making it harder to respond to gaps in expertise and providing few accountability mechanisms beyond tenure or age.

The shift began when the board paused to reconsider whether existing structures could evolve alongside the foundation’s work. Rather than treating board composition as fixed, the board asked what structure would better support adaptability, perspective, and accountability over time.

One early change was adopting a target board size of eight to twelve trustees, documented in an expanded board handbook. This created a shared reference point for growth and transition without locking the board into a rigid number. The board also revisited how it described and understood participation beyond the family, intentionally shifting language from “nonfamily” trustees to “community” trustees. The change reflected a clearer recognition of the role these trustees play in bringing lived experience, local perspective, and external accountability to governance.

Alongside this language shift, the board replaced the hard one-third cap on community trustees with a more flexible guideline of up to one-half of the board, allowing composition to better reflect evolving needs.

Eligibility guidelines and processes for family trustees were clarified as well. Spouses were permitted to serve, provided that only one spouse serves at a time, and a minimum onboarding age of twenty-five was established. The board also formalized how family and community trustees are identified, recruited, and onboarded, ensuring that expectations are clear and documented.

Finally, the board clarified pathways for contribution beyond formal board service. The foundation began exploring advisory roles for community members on grantmaking committees and established a Trustee Emeritus role for the retiring Board Chair to support knowledge transfer and continuity without formal authority.

The lesson: Writing expectations down is a gift to the next generation. When governance relies on custom and memory rather than shared guidance, community trustees and next-generation family members are left to navigate implied norms as they join the board.

Principle 2: Name Expectations Before They Become Personal

As staff capacity grew and the foundation’s work became more complex, the line between governance and operations began to blur. Trustees were deeply committed, but expectations about where strategic oversight ended and day-to-day management began were not always explicit.

This moment created an opportunity to reaffirm the board’s role as a strategic body responsible for mission, fiduciary oversight, and long-term direction. These distinctions were documented so expectations were consistent and accessible. The board also expanded how it thinks about impact beyond grantmaking, creating clearer onramps for trustees to contribute their expertise and influence in meaningful ways.

For the first time, the foundation is adopting objective performance criteria aligned with board role descriptions and recent bylaw revisions. These criteria will be shared in advance of each fiscal year and include attendance, participation, engagement with the charitable mission, fiduciary diligence, and adherence to board policies. Annual reviews, led by the vice chair, will create a structured opportunity to reflect on service in a transparent way that supports two-way feedback.

The board also revisited how trustee qualifications are defined, making selection criteria more explicit for both family and community trustees. Rather than relying primarily on availability or legacy, the board adopted shared considerations to guide recruitment, including upcoming vacancies, skills needed to support governance and operations, representation across family branches and generations, and alignment with the foundation’s strategic direction. For community trustees, the criteria emphasized connection to Georgia, lived experience relevant to the foundation’s priorities, and the ability to commit the necessary time. For family trustees, the focus included balanced representation, readiness to serve, and demonstrated commitment to the foundation’s mission. Distinguishing between non-negotiable criteria and additional qualifications brought greater clarity to selection decisions and made expectations more transparent for prospective trustees.

The lesson: Documented expectations make accountability a shared responsibility. They allow boards to address engagement and performance directly and help make conversations about service less personal and more practical.

Principle 3: Plan Succession as Strategy, Not Crisis Management

For many years, succession was informal. Trustees stepped down when life intervened, and new members joined as space opened. While this approach worked for a time, it left the board responding to change as it occurred rather than planning intentionally for renewal.

The board adopted a more deliberate approach, documented in the board handbook. Renewable three-year terms for family trustees created flexibility to step off early, take breaks when availability changed, or reengage when circumstances allowed. Community trustees serve three-year terms with a maximum of two consecutive terms, followed by a required one-year break, supporting regular board renewal while allowing continued service when expertise aligns with the foundation’s needs.

Succession planning also became more explicit in practice. In one instance, the board agreed in advance that a retiring trustee’s seat would not be filled immediately, reinforcing that succession decisions are about alignment with current capacity and priorities, not automatic replacement.

The board also created a vice chair role to strengthen continuity and establish a clearer leadership pipeline. A transparent leadership succession process was formalized, allowing family trustees to apply for the vacant board chair role and the newly created vice chair role. We developed job descriptions for both positions and established a nomination process for interested candidates. When multiple trustees ran for a role, the board voted confidentially. Clarifying the process and expectations in advance helped leadership transitions feel grounded and predictable. Looking ahead, the board also agreed to explore junior or associate board structures for children of family members, introducing philanthropic learning, governance concepts, and foundation values well before formal board eligibility and creating a more intentional pathway into future service.

The lesson: When succession is treated as an ongoing strategy and discussed early, leadership transitions feel steadier, conversations about capacity are easier, and boards have greater control over how change happens.

What Other Boards Should Ask Themselves

The most important lesson centered on timing, communication, and shared ownership. Undertaking this work while relationships were strong, and with trustees actively shaping the outcomes alongside an external facilitator, allowed expectations to be clarified with candor and broad buy-in. Writing expectations down helped create a more consistent and equitable governance experience.

If we were starting again, we would surface the emotional dimensions of these transitions earlier and invest more intentionally in onboarding and mentorship, especially for family trustees. Support plays an important role in sustaining engagement over time.

For families beginning to rethink their board governance, here are the questions we wish we’d asked sooner:

  • Are your governance structures doing their work, or are people carrying that burden instead? When expectations live primarily in individual memory rather than shared documents, alignment depends on goodwill and continuity.

  • Can your board talk about transition before it is imminent? Boards that can name succession early are better positioned to plan thoughtfully and avoid unnecessary uncertainty during periods of change.

  • Do your trustees know what is expected of them and what they can expect from the board? Clarity around roles, engagement, and accountability supports trust, learning, and respect for the privilege of service.

  • For the foundation, clarifying expectations around board service strengthened family involvement and clarified how family and community trustees contribute together. That clarity created space for both continuity and change and enabled the board to more intentionally shape a governance structure that can remain responsive and resilient across generations.

What Changed, at a Glance

Governance AreaWhat ChangedWhy It Mattered
Board SizeAdopted a target board size of 8 to 12 trustees and documented it in the board handbookCreates a shared baseline for planning and transition
Community TrusteesShifted language from “nonfamily” to “community” trustees and replaced one-third cap on the number of community trustees on the board to flexible guideline of up to one-halfAllows board composition to evolve as needs evolve
Eligibility GuidelinesClarified service rules, including non-concurrent spouse service and a minimum onboarding age of 25Reduces ambiguity about eligibility and service
Recruitment and OnboardingFormalized recruitment and onboarding processes for all trusteesMakes expectations clear from the start
Advisory ParticipationBegan exploring advisory roles on grantmaking committees for community membersProvides an opportunity to expand the local perspectives we receive
Trustee Emeritus RoleEstablished an emeritus role for the retiring board chairPreserves institutional knowledge without blurring roles
Trustee RolesReaffirmed the board’s strategic role and clarified boundaries of that role with staff membersClarifies the board’s purpose as a balanced and governing board
Trustee EngagementIntroduced annual performance criteria and reviewsNormalizes accountability and engagement
Trustee QualificationsAdopted explicit selection criteria tied to skills, representation, and strategyAligns board composition with current needs
Family Trustee TermsImplemented a renewable three-year terms for family trusteesEnables intentional entry and exit from service and ongoing board renewal
Community Trustee TermsEstablished three-year terms with a two-year maximum and a one-year break before the second termSupports regular board renewal
Leadership SuccessionCreated a vice chair role and formalized a transparent application and confidential voting process for chair and vice chair. Each may serve one four-year term, with a two-year waiting period before eligibility again.Brings clarity and predictability to leadership transitions
Next-Generation EngagementBegan exploring junior or associate board models for children of family membersCreates early and clear pathways to board service
Board OperationsImplemented board evaluations, learning agendas, and clearer use of board toolsImproves how the board works together
DocumentationConsolidated governance guidance into an expanded board handbook aligned with updated bylawsEnsures that expectations are codified

The views and opinions expressed in individual blog posts are those of the author(s) and do not necessarily reflect the official policy or position of the National Center for Family Philanthropy.

About the Authors