Have you ever been uncertain about whether an item to be decided by your board requires a formal motion? Perhaps your board flirts with some version of “Robert’s Rules” even though no one really knows them? Maybe your board follows past practices with respect to making motions with no idea of where the procedures came from, or what could be improved. If any of this is true, you are in good company.
You might be surprised to know that here is no universally accepted or prescribed set of procedures that non-profit boards must follow in their deliberations and decisions. Yes, there are a set of meeting procedures many people have heard of called Robert’s Rules, but that is not where I am going here.
What I want to do is suggest that some decision items can benefit from a more formal approach to decision-making and some items can be handled more informally. I also want to encourage non-profit boards to create and write down their own procedures in the form of a simple set of guidelines. I will even provide a complete example to take away. Having a set of procedural guidelines will take the guess work out of how to deal with certain meeting items and be a valuable resource for board chairs and board secretaries, positions sometimes not inhabited long, and to executive directors.
Parking Robert’s Rules
Robert’s Rules of Order and its 20th century variations help many governing groups keep their meetings on track. The rules provide mechanisms to help balance and limit participation, especially in more volatile forums where there are competing parties or interests. The internet is full of information on these procedures if one is looking for help.((Alternatively there is also a book entitled Roberta’s Rules of Order by Alice Collier Cochran published in 2004 by Jossey-Bass. The publisher’s description says: “this book challenges nonprofit leaders…. to retire Robert’s Rules of Order and adopt a simpler, friendlier, and more effective method for conducting meetings.)) I not a big fan of non-profit boards being wedded to them. The basic idea of using motions to help focus discussion is however, a useful one. Hence this post. I suspect though that some “parliamentarians” will take exception when they read this.
Use formal procedures for really important decisions
Some board meeting decision items are way more important than others. They are important enough that the board should be very deliberate in how they handle them and how the record of the decision is reported in the minutes. It is therefore useful on some matters, to call for a motion, a seconder and a vote. How well these are items are handled can be important if the board’s actions are ever questioned.
Here is my list of important decision items that boards should approve with some formally. Your board’s list might be a little different than mine.
- annual budget, or a revision to it
- organizational policies or revision to them
- strategic plan
- initiation of legal action
- allocation of surplus
- assumption of a major new financial obligation (e.g. mortgage or lease) or risk
- new directors to be recommended to association members at the AGM
- public policy position or endorsement of one
- hiring of a new executive director (or firing of the existing one)
- changes to the executive director’s job description or contract
- salary increase for the executive director
- board member resignation
Some of you might look at this list and wonder why the approval of particular expenditures is not on it. Well, I do not think that boards need to give their OK to expenditures that are within the approved budget. If there are proposed expenditures outside the budget then the board needs to approve a revised budget. Your board may say yes, but we also want to approve certain types or amounts of expenditures, regardless. Fine. What are the types and amounts?
Decisions that are symbolically important
There may be some decisions that are symbolically important to your board and organization and therefore can benefit from being formally moved, seconded and voted upon. A long list of items is likely not necessary but here are two.
- Salary increase to all staff
- Offering thanks, recognition, congratulations or appreciation
Keep some items more informal
Part of the idea of formalizing some board decisions is to underscore their importance. If every part of the board’s meeting agenda is bound by procedural rules then everything is important. Well everything is not! So here is my list of agenda items that may probably benefit from the less formality than the use of full on motions. As above, your board’s list could be different.((What is called a ‘consent agenda” item could include some of these matters but such a point is tangential to my subject))
- approval of the agenda
- additions to the agenda
- committee reports
- financial report
- executive director’s report
In the sample guidelines linked to this post, you will see some nuances in procedural formality. Discussion items, information items or board education topics ought not require motions at all in order to call for the board’s attention. A well-planned agenda certainly helps with meeting effectiveness. More critical than clear procedures and a meaningful agenda is a confident chair who has been endorsed by the current board to manage its meetings.
Motions to approve, accept or receive
Language is important in my book. I am aware of some discussion about the meaning and use of the terms approve, accept and receive in the context of board motions. Some of this may be influenced by governance guru John Carver’s view that boards sometimes fall victim to what he calls the “approval syndrome”((John Carver, Boards That Make A Difference: A New Design for Leadership in Nonprofit and Public Organizations, Jossey-Bass, 2006, Third Edition pps 68-72)). Carver says boards can get too caught up in approving things, effectively taking ownership away from others – committees and executive directors for example. He says approving things only imitates leadership. It may be good to use motions to get behind the work of others if it is clear to all that the board is not just stating its authority.
So my take on this issue is that the board should use the word approve if the matter belongs to them and points the organization forward in time. See my list of items that benefit from motions to approve above. Otherwise, boards should use motions to accept, receive or thank as a procedure for acknowledging the work of others. A motion to accept a unexpected board member resignation is one.
Remember, the board should be as concerned with future organizational directions and future actions as with what has already happened, often the overriding work of oversight.
Create your own rules of order
A couple of years ago, in the role of a board secretary, I created a set of procedural guidelines for the organization that I was involved with. The original covered both board meetings and annual general meetings. With a few changes I have turned this into an example of what a list of procedures might actually look like for a variety of non-profit boards. Including more than a page of explanatory notes for other adopters, it is four pages long. I would love to know if you think it is both a good idea and a useful template?
Please feel free to download my Board Meeting and AGM Decision Procedures and use it to create one for your own organization. If you would like a more easily adaptable MS Word version please request one in your comments on this post or by clicking on the Contact link in the top right corner of GoverningGood main page and request one. I will not share your e-mail or use it to send you more information or notices.
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The image chosen for this post is of the interior of the Nova Scotia Legislature as it is today. It shows the governing and opposition parties at work deliberating on matters of importance to the Province, one hopes. Nova Scotia’s first House of Assembly was established on October 2, 1758 by settlers, mostly from the British Isles, Germany and New England, to govern lands inhabited for centuries by the Mi’kmaq First Nations and still unceded. Nova Scotia can boast to have had the first elected assembly in what is now Canada
Thank you, Grant. This provides some clarity and priorities that I assume would help boards use their time more efficiently and effectively.
WHAT ARE RESOLUTIONS?
I have been asked at least twice about the difference between a board decision and a board resolution. I have not come across a definitive source but the information I found suggests that a resolution is a really important decision and one requiring a formal, perhaps stand alone, documentary record.
For instance, in Nova Scotia, if a non-profit organization is incorporated under the Societies Act and wants to make a change in its bylaws it needs to construct a special resolution document. This document outlines the proposed changes and the reasons for them, The board must then take the resolution to the membership at an AGM. If passed the resolution needs to be submitted to the Province for approval in order for the changes to take effect. Our Province government provides a special resolution form.
There is the idea of an “ordinary resolution” which means a special decision that requires a majority of votes, and a “special resolution” a decision that requires a greater majority (2/3 or 3/4) of votes in order to be approved by the board or by the membership.
It is not hard to imagine some key decisions that deserve a board or membership resolution. The decision to merge with another organization or to substantially change one’s mission probably qualify. A resolution almost certainly demands that the reasons for the decision and even the options considered should be incorporated into the resolution document.
In my opinion,a “resolution” type decision is not a common occurance at board meetings. They may be at an AGM at least with respect to the bylaw changes. This does not mean that some board action, once the board has deliberated, might not deserve larger support than a simple majority. Indeed, faced with a controversial decision a board chair might suggest, as a statement of common cause, that more that a majority approve a particular course of action in the face of some dissent.
Grant
Robert’s “rules” and its parlamentry procedure kin, are in the doghouse these days with increasing attention being given to “decolonizing”; the questioning of many long-accepted and unexamined old practices. The criticism is as much symbolic as substantive.
Roberts rules have been eyed prior to today’s movements for change, but critical voices have not been very loud. Lawrence Susskind’s and Jefferery Cruikshank’s 2006 book Breaking Robert’s Rules: The New Way to Run Your Meetings, Build Consensus and Get Results, is one example. In my experience few non-profit boards are closely wedded to the recipe Robert’s system provides. You wouldn’t know it though given the legion of books and guides on it.
Another alternative to Roberts Rules can be found in the 2004 book “Roberta’s Rules of Order: Sailing Through Meetings for Stellar Results Without The Gaval”, written by Alice Collier Cochran.
One might keep in mind that board meeting procedures are intended to help with decisions about organizational matters, often ones where there may be a legal requirement for a clear process. Broader conversations, perhaps more mission or goal focused, can benefit from different approaches, ideally from other community traditions.
Boards still need some formal and documented decision-making processes. There is nothing wrong with making motions and voting on many typical organizational matters. Much that really needs to be talked about in the non-profit board room and beyond, the more strategic work of governance, needs other approaches.
I would add that voting is not of the same historical cloth although some would lump it in with parliamentry rules. Human communities have, in all times and places, grappled with rules for collective living. There is a garden of alternative decision processes and tools available to non-profit leaders, perhaps a subject deserving its own post.
There has been some interest in the idea of non-profits creating their own decision guidelines or meeting rules of order. I have updated the version posted in the resources section and the customizable version avialable on request. At someone’s suggestion I have added a short section on email voting, a common but not uncontroversial, practice. Please see my April 2022 post “What If We Do Not Have Quorum” for futher thoughts on email voting.
Another question I have recently fielded is one about whether board and committee chairs can vote? I thought the idea that they cannot to be bit of an anachronism and I think I am right. Still, the practice persists, likely out of habit. Boards seldom reflect on taken-for-granted routines and executive directors or CEOs are not prone to question them.
While not a fan of Robert’s Rules Rules of Order some resources based on them offer useful guidance. Take for instance this one on the question of When Does the Chair Discuss and Vote? It is from the site
Jurassic Parliament
This piece usefilly distinguishes the role of the chair in large vs small gatherings.
I wanted to add here bit of historical context on Robert’s Rules first published in the U.S in 1876
According to Wikipedia, its author, Henry Martyn Roberts (1837-1923), was born in South Carolina in the U.S. but his family moved to Ohio because of his father’s strong opposition to slavery. The American Civil War began in 1861 just after his graduation from West Point as a military engineer.
Henry was a spent most of his career on public infrastructure projects such as harbours, locks and dams. His “rules” booklet was not intended for partiamentry use but for managing “unruly” baptist congregational meetings.