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New Rules for the Nonprofit Boardroom

Updated: Jan 10, 2022

Because of the noble work they do, we sometimes forget that nonprofits are corporate entities. And while there are important differences between corporations that are organized for profit and those that are organized not for profit, one thing remains constant: some of the most important decisions the organization makes happen inside the boardroom.

How a nonprofit board makes decisions is a creature of both law and practice. Most organizations spell out their parliamentary procedure in their governing documents, like their Articles of Incorporation or Bylaws. Parliamentary procedure refers to the generally accepted rules and practices that guide the actions and decisions to be made when the governing body is convened, whether that’s an assembly of members or a board of directors. And how they are described in those governing documents has important implications - they can be directive (decisions must be made according to proper procedure to be valid) or advisory (decisions may be made according to the procedure unless the board agrees on an alternative means of deciding).

A view from above of 10 black office chairs placed around a white rectangular table.

In 1876, U.S. Army Brigadier General Henry Martyn Robert published a manual that to this day is widely considered the definitive guide to parliamentary procedure, and many organizations have baked Robert’s Rules of Order into their governance. There are benefits to the wide adoption of Robert’s Rules - they are clear, well documented (including painstaking detail to account for a wide range of scenarios in the deliberative process), and there are many resources available to guide boards in following them. But this isn’t 1876, and one size does not fit all.

Sometimes, the framework of Robert’s Rules can stifle collaboration, limit an open exchange of ideas, create winners and losers among people intended to be serving the same mission, and eclipse other valuable stakeholders whose input could help the board make better decisions.

Today, collaborative and consensus-based decision making models align more strongly than Robert’s Rules with many organizations’ mission, vision, values, and unique organizational strengths and cultural attributes. Today, the voices of a wider set of stakeholders are being heard in boardrooms when decisions of consequence are being deliberated. Broader sets of factors - beyond mere regulatory requirements - are being taken into account. Sometimes driven by their stakeholders, sometimes driven by a brave director, when faced with important decisions, more boards are asking, is there sufficient diversity around the table to make this decision responsibly? Does our process ensure we are including the people who will be impacted, and help us get to an equitable outcome? When the answer is no, it’s likely time to explore the role that old ways of decision making contribute to the same inequitable outcomes.

Moving beyond Robert’s Rules may not yet be the norm, but the trend is strong enough that we can finally say, there are new rules being written for the nonprofit boardroom.

How about your organization?

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