Today, we need boards to act more right-brained (creative and spontaneous), and a little less left-brained (rigid and procedural). For that reason, I have been helping Chairs of boards see that strenuous adherence to Robert’s Rules can be stifling and hinder their progress.
For example, no one has to make a motion for a board to adopt the recommendation of a committee. The Board Chair can assume the motion, especially if the wording in the Committee’s report, proposal, or resolution is clear, and open the floor to discussion on it.
Since a committee has several members and a majority vote put the proposal forward, it in effect has a second that puts it on the table for discussion. Also, since boards of a dozen or fewer people are close and know each other fairly well, their rules of order only ask that someone put forth a cohesive and understandable proposal, or motion. The Chair need not ask for the traditional “second” that large assemblies require before discussion ensues. (Refer to Robert’s Rules of Order, Newly Revised, Paragraph 48, Boards; Procedure in Small Boards.)
ALso, a model rules of order for a non-profit board is available on my Website at http://www.danclark.com/articles/index.shtml.
Saturday, December 17, 2005
Monday, June 27, 2005
Policies vs. Procedures: a definitive difference
What do you think? You find a couple pieces of paper each with statements printed on them. On the first sheet, one of the statements reads, "Employees will keep their work spaces efficient and neat, presenting a business-like appearance,"
On the second sheet, the statements read like this, “Select files at least seven years old. Shred the contents in a crosscut shredder. Place reusable folders in the cabinet and discard the others.”
What are those statements? They are intrinsically different. The first statement is a guide. It explains “what” is important and “why.” It is a policy statement. The second tells employees how to do a task. It is a procedure.
People accept that Boards are policy-making bodies. People also accept that people who do the work are best able to draft procedures. Somewhere along the way, a myth emerged. Perhaps this common statement best represents that myth, “boards make policy, and management carries it out.” The implication is that boards write policies, and management writes procedures. Taken a step further, one concludes that if a statement comes from the board it is a policy. If a statement comes from management, it must be a procedure.
We know better. Let us today bust that myth. The content of a statement makes it a policy or a procedure; the authorizer does not. Therefore, the first sheet of paper above could show authorization by a Board or by management. Either way, it is a policy.
We can acknowledge that policies emerge from many levels in an organization. In our context of good governance, here is a simple way to differentiate board governance policy from management’s operating policy. If the policy addresses company-wide issues, if it speaks to management, it is a Board governance policy. If the policy statement speaks to employees, it is an operating policy.
The policy example above, guiding employee workspaces, is an example of an operating policy because it speaks to employees. In some organizations, the board could authorize such a statement, but that would not change it to a “governance” policy. It clearly addresses an operational-level issue. In a large or mature organization, the board would delegate operating policies to management through its governance policies.
A model manual is available for credit unions. In the future, there will be one for other non-profit organizations. Join the newsletter now at www.danclark.com to know when it is available.
On the second sheet, the statements read like this, “Select files at least seven years old. Shred the contents in a crosscut shredder. Place reusable folders in the cabinet and discard the others.”
What are those statements? They are intrinsically different. The first statement is a guide. It explains “what” is important and “why.” It is a policy statement. The second tells employees how to do a task. It is a procedure.
People accept that Boards are policy-making bodies. People also accept that people who do the work are best able to draft procedures. Somewhere along the way, a myth emerged. Perhaps this common statement best represents that myth, “boards make policy, and management carries it out.” The implication is that boards write policies, and management writes procedures. Taken a step further, one concludes that if a statement comes from the board it is a policy. If a statement comes from management, it must be a procedure.
We know better. Let us today bust that myth. The content of a statement makes it a policy or a procedure; the authorizer does not. Therefore, the first sheet of paper above could show authorization by a Board or by management. Either way, it is a policy.
We can acknowledge that policies emerge from many levels in an organization. In our context of good governance, here is a simple way to differentiate board governance policy from management’s operating policy. If the policy addresses company-wide issues, if it speaks to management, it is a Board governance policy. If the policy statement speaks to employees, it is an operating policy.
The policy example above, guiding employee workspaces, is an example of an operating policy because it speaks to employees. In some organizations, the board could authorize such a statement, but that would not change it to a “governance” policy. It clearly addresses an operational-level issue. In a large or mature organization, the board would delegate operating policies to management through its governance policies.
A model manual is available for credit unions. In the future, there will be one for other non-profit organizations. Join the newsletter now at www.danclark.com to know when it is available.
Wednesday, March 09, 2005
Penalty: Chair was in Motion
A director at a board meeting questions the actions of his chair. At a recent meeting, the chair made a motion, and later, seconded another motion. "Can she do that?"
The Answer is, "Maybe."
To know the answer, we need to know what rules of order govern the meeting. Many organizations' bylaws refer to a version of Roberts Rules of Order. However, if your organization's bylaws are silent on rules of order, then order is up to the elected leader of the board.
As an alternative to the often stifling, confusingly detailed Roberts, boards can and should adopt rules of order that make sense for the size and scope of their board's business. One can find within Roberts, "Rules for Small Boards." These rules make a board meeting flow more freely and easily. One example is not requiring a motion be seconded in order for it to be discussed.
Influenced by Roberts, most organizations at least adopt unofficial rules, unwritten rules, that the Chair does not make or second motions. The Chair’s role is to facilitate orderly discussion and debate. Limiting what the chair can do helps to keep a Chairperson from getting too strong, wielding too much power, and frustrating the democratic process.
An informal model of rules of order is available -- click this link -- http://www.danclark.com/articles/index.shtml
The Answer is, "Maybe."
To know the answer, we need to know what rules of order govern the meeting. Many organizations' bylaws refer to a version of Roberts Rules of Order. However, if your organization's bylaws are silent on rules of order, then order is up to the elected leader of the board.
As an alternative to the often stifling, confusingly detailed Roberts, boards can and should adopt rules of order that make sense for the size and scope of their board's business. One can find within Roberts, "Rules for Small Boards." These rules make a board meeting flow more freely and easily. One example is not requiring a motion be seconded in order for it to be discussed.
Influenced by Roberts, most organizations at least adopt unofficial rules, unwritten rules, that the Chair does not make or second motions. The Chair’s role is to facilitate orderly discussion and debate. Limiting what the chair can do helps to keep a Chairperson from getting too strong, wielding too much power, and frustrating the democratic process.
An informal model of rules of order is available -- click this link -- http://www.danclark.com/articles/index.shtml
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