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. Finally, I will 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, posts 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 inhabited by competing parties or interests. The internet is full of information on these procedures if one is looking for help. 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
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 expenditure 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 they?
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 not benefit from the formality of full on motions. As above, your board’s list could be different.
- 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”1)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 or receive, if this is their choice of procedure for acknowledging the work of others. Remember, the board’s main role is help guide actions in the future not review what has been done.
Create your own procedures
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.
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. Nova Scotia can boast to have had the first elected assembly in what is now Canada.
References [ + ]
|1.||↑||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|