The Organization — Getting Things Done
On Leadership
A leader is best when people barely know he exists, Not so good when people obey and acclaim him. Worse when they despise him. But of a good leader, who talks little, when his work is done, his aim fulfilled, they will say: ‘We did it ourselves.’ — Lao-tse (c.565 BC)
It always amazes me the number of people who believe the opinion of the Chair (or president) of a board is powerful. If the Chair has a big voice and strong personality, this person can dominate a meeting and make things happen his or her way. You have seen these types of leaders in action. This is a leader who always knows what needs to be done and who senses which individuals on the team need to be stroked or badgered. I am not proud to admit that when I was younger I resorted to such tactics. But don’t rule out coercive leadership as a possible choice for an organization. Many committees or organizations work well because this powerful person is in charge. This style is called the coercive leader who leads by fear, “My way or the highway!” The leader takes charge and invites no contrary opinions. This is the leadership style of choice when an organization is in crisis. If an organization is in serious trouble or in emergent, rapidly changing conditions, a leader may want to adopt this style. García and Santa-Bárbara 2 explored how coercive leadership sometimes needs to be used with teams to temporarily jump start a dysfunctional or non-performing group. The coercive style can be used on a temporary basis, over a period of a few days or weeks.
However, once the crisis resolves, coercion can create its own crises unless the leader can shift to another style. People can be found who like to be associated with this kind of personality, or ‘on his/her team.’ If the coercive leader’s style can shift to meet the changing needs, then great things can be accomplished. If not, sometimes the person is powerful enough to change the organization to suit him or herself. This style can have the most detrimental impact on culture in an organization. Eventually when this leader moves on, he or she leaves a vacuum, not a culture of success. It is almost impossible to find someone to fill this person’s shoes and when the crisis or the project ends, the organization languishes. Because of the aura of success that surrounds this kind of person, they are often sought after. Those who like to practice followship often prefer (even demand) this kind of boss. Those who prefer a more democratic style of operation will simply drop out; their potential contribution vanishes and you never knew it was there. It seems to be part of our culture to whine about a lack of leadership, then complain about the leaders who arise.
Theories and models of leadership (e.g., charismatic, authentic, transformational) attempt to describe the complexity of the task of leading. Think about the leadership style often described as charismatic. Charismatic leaders depend on their personal appeal to followers. Most leadership theories and approaches are focused on the leader’s role of motivating followers to serve and achieve organizational goals. In contrast to the coercive leader, a transformational leader like Barack Obama seeks to understand the motives and higher needs of followers in order to engage the full person. The relationship between transformational leaders and followers is mutual stimulation to achieve mutually desirable goals. According to Gary Yukl 3, the transformational leader’s focus is on the followers’ alignment with organizational or leaders’ values.
Part of developing a strong organizational culture is fostering the natural leadership style, and developing leadership skills, of individual members. Leaders are made through a combination of training and experience. All members who wish to make a contribution should be expected to assume some leadership responsibilities. (Note the words of Lao-tse at the beginning of this section.) Nahavandi in The Art and Science of Leadership 4 said, “The experience of actually leading others is one of the most effective ways to develop leaders.” Developing good leadership skills should be part of the personal growth that your society provides. Leadership should be more about participatory democracy than domination. As you think about moving your organization forward, think about how you can involve people in leading.
Evolving from Startup to Good Governance
Alexis de Tocqueville, a French political thinker and historian, wrote of his amazement at the way Americans could recognize a need and then not wait for the government or the nobility to solve the problem. Americans, he observed, formed associations.
I met with several kinds of associations in America, of which I confess I had no previous notion; and I have often admired the extreme skill with which the inhabitants of the United States succeed in proposing a common object to the exertions of a great many men, and in getting them voluntarily to pursue it. It is evident that the [people of England] consider association as a powerful means of action, but the [Americans] seem to regard it as the only means they have of acting.
Americans of all ages, all conditions, and all dispositions, constantly form associations. They have not only commercial and manufacturing companies, in which all take part, but associations of a thousand other kinds—religious, professional, academic, charitable, extensive or restricted, enormous or diminutive. The Americans make associations to give entertainments, to found establishments for education, to build inns, to construct churches, to distribute books, to send missionaries to the antipodes, to run football leagues. In this manner they create hospitals, institutions of higher learning, and professional development. If a small group of people proposes to advance some truth or to foster some feeling by the encouragement of a great example, they form a society.
Democracy In America, Book Two, Chapter V. — Alexis de Tocqueville, 1840
What a truly wonderful phenomenon! When there is a community need, often people will come together and voluntarily create an organization to address that need.
Over several decades and in several organizations, I have served both as a volunteer participant and sometimes in leadership roles. My community associations have produced some of the most satisfying accomplishments of my life. I am convinced that those of us who volunteer actually receive far more than we give. For people who are wondering about this kind of community service, I should add that it takes usually a few years to see real results and acquire this perspective.
Your new organization will have to evolve to succeed. During the early start-up period a small group of committed people will meet, divvy up the responsibilities among themselves, and do everything like a committee-of-the-whole. If you are successful, the membership will grow, and it will be impossible for work to be done the same old way. A variety of task groups will have to work independently but in an organized manner toward common goals. Expect this, and plan for both the growth and the necessary organizational changes.
This evolution is a cultural change that may be as much of a challenge as the start-up. Because you are recruiting new members, you are making lots of promises that must be kept. Groups will need to be accountable for coordinated action. Accountability includes seeing to the finances: collecting revenues, paying the bills, tracking every transaction, and occasionally reporting on the situation. You will not be able to please everyone so some decisions and issues will need to be resolved.
The following is a brief look at the formation and evolution of the board.
As the work of your founders evolves from a committee-of-the-whole to a board with a variety of working groups or committees, I recommend that you stop using the board as the senior management committee. One of the steps in the development of your association may be incorporating. The Articles of Incorporation will identify the initial membership. This membership will approve the bylaws that will (among other things) determine how the board is selected. When this happens, your society becomes a legal corporate entity. There are many options to consider, and you should probably have legal advice about how to incorporate.
To be effective, I believe that the work of the board requires some new disciplines to be mastered. Part of the problem is due to the currently evolving culture of boards. Probably you have noticed that many nonprofit (and for-profit boards) have found themselves in difficulty because the board members didn’t know how to behave ethically and prudently. Until recently, people have assumed that the work of a board could be done by anyone with no study or training. As an organization grows and issues become more complex, that assumption may be naive. The governance direction that I propose to you is not the style of most organizations. It is my experience that, while some boards may be doing fairly good work, many make poor use of the time and the talent of the board members, and often boards have no idea how to hold their organization accountable for producing real results.
Good governance produces wonderful clarity regarding the purpose of the association. It also keeps tabs on whether or not the organization is achieving that purpose. This clarity and accountability can actually make people uncomfortable until they understand that accountability is not about blaming people, it is about ensuring that the results produced are appropriate and are achieved at a reasonable cost.
Learning to operate in this manner will be much more effective than traditional or default governance styles, but it will cause some culture shock for new board members who have served on those old-fashioned boards. Please learn the techniques and champion the process of educating your fellow board members. I am hoping that during the time of the emerging generation one of the major cultural changes in our communities will be the development of truly effective, high-integrity board members. Our community needs this.
The system of governance that you are reading about was developed only in the last couple of decades and the pioneers in their use are just discovering its benefits. Promoting the culture that I am proposing may difficult to do because the normal development of an enthusiastic group causes those who have been identified as leaders to gravitate to the board. So early on, the board becomes the general organizing body—the people who participate in everything. Later, when this may no longer be suitable, the behaviour is so ingrained into the culture of the association that it is almost impossible for the board to stop doing what it has always done and concentrate only on good governance. Unfortunately this means that those who are responsible for articulating what the society should achieve are also partially responsible for deciding how the work should be done. The principle that this violates is that you should not be accountable to yourself. Because you are all friends, you may think that is doesn’t matter. Actually it compromises effective leadership.
This section is to point the way to developing powerful and meaningful governance. The techniques discussed in this section are effective, but they are so new that the language to describe them is not widely used. So at first some of this may seem difficult to understand. Even though you may not need this for your start-up, please look it over and come back to it as your association grows. If you are doing a great job, that could be soon.
Think about this: why do you need a board? What is its role? How would you articulate its job description?
If you look at the hierarchical organization chart of any corporation (we are probably talking about incorporated societies), you will see the board as a box at the top. You might conclude that it must be up there as a form of senior management. That is what most people think, but I’d like you to see it differently. Consider why and how the board is formed. Likely you have members and they elect the board. In a for-profit, the shareholders elect the board. So, it is obvious that the board speaks as a representative of the members or shareholders. Shareholders are clearly the owners of the for-profit, and the board governs on their behalf.
With the not-for-profit the members may or may not be equivalent to shareholders. If members have simply bought a membership in order to receive services (such as members of a zoo or a library), they are actually customers of the organization. As customers, you would not describe them as owners (even though they may elect the board).
The job of a board member is that of a trustee. This is what is meant by the board member’s fiduciary responsibility. This means that board holds the organization in trust for those people it has identified as its owners.
So, who owns your society? Who is it that the board really represents? To understand this, consider why your organization exists. You (or those who founded your organization) have recognized that there is a need in your community that can be addressed by having this organization. Even though meeting and working together may be fun and produce intrinsic rewards, you want to produce some results, effect some changes, or produce some benefits in and for your community. You probably recognize who will benefit from your work and you know there is a cost associated with the work of producing these results. I would argue that your moral ownership—the people your board really represents—are all those people who would have your society exist to produce the benefits or changes that you envision for your community. The board represents those people whether or not they buy a membership. The job of the board, then, is to speak for those people. You (if you are a board member) hold your society in trust for the owners. This is what is meant when people refer to the board’s fiduciary responsibility.
In order to govern effectively, here is the board’s full job description: the job of the board is to see to it that, on behalf of whomever the board perceives to be the ownership, the organization achieves what it should and avoids situations and conduct that are unacceptable. This is true governance and it should be the first responsibility of the board, wouldn’t you agree? The board has the authority to decide to do other things too, but those other things are not governance.
This description is short, but the job requires some diligence. In order to govern, the board will have to be clear about the needs and wishes of the ownership, and then it must articulate what the organization should achieve, and what situations and conduct are unacceptable. Having done that, it should hold those who are doing the the business of the association accountable. This is the only effective way that a group of people who meet infrequently can see to it that the will of the ownership is accomplished. Although when you think about it, this is a reasonable requirement of our boards; yet most boards do little or none of this. Most boards function very poorly.
If you look at the description of the board’s job it is obvious that most legitimate products of the board’s work is words. Wouldn’t you agree that if those words are to mean something they should be carefully articulated? Once again, this is not what boards typically do. Instead, most boards try to be the senior managers of the organization. Most people know something about management—or think they know about it—and they have little experience with governance. So, board agendas often have long lists of busywork that the members see as so urgent that they do not have the time to think about governance. I recommend that by the time you move to incorporate, you have also split the governance function from the management and operational jobs. Consider having a small board (probably five people; seven at the most) and a separate operations committee made up the Chairs of each of the committees who are charged with doing the work of the organization. This way the board can concentrate on governing. As governing trustees (who are not operations), the board will be able to hold the operations committee accountable for achieving the results that the owners want.
When the day comes that you hire staff to carry out the work of the society, the head of staff must replace that volunteer operations committee. The committee may remain, but only if it is accountable to the head of staff, and not to the board.
As a community association that has arisen to address a community need, your society has been created to effect beneficial social change. Training your board to understand a better governance model may be part of the benefit to the community. When (eventually) your board members see the positive results that are produced with this form of governance, they will influence the behaviour of other community boards. I participated in hugely beneficial transformation of the Canadian Nature Federation (CNF, now renamed Nature Canada) during the 1990s as it struggled to learn this new system. During my term as an officer and President of the CNF we went from almost-bankruptcy to having over $750,000 in a rainy day fund, and a larger and happier staff in new and larger offices. We discovered that when the board says what must be achieved, and leaves the methods to the doers (the staff), those doers focus an enormous amount of attention and creativity on moving the organization in that direction. If, instead, the board says what must be done (say, by approving an operating and program plan) that motivation is lost. It makes a real difference.
There is no need to describe the whole system of governance here. It is called Policy Governance® and there are several books written on the subject. My hope is that I’ve written enough here so that you will want to learn and implement this better model of governance. To get started, consider Caroline Oliver’s excellent (2009) Getting Started with Policy Governance: Bringing Purpose, Integrity , and Efficiency to your Board (http://www.amazon.com/Getting-Started-Policy-Governance-Efficiency/dp/0787987131). Sitting down with this book is like sitting down over a cup of tea with a trusted governance advisor.
Much of the initial work of the board becomes articulating policies that clearly state what is to be achieved, and what is unacceptable. Take a look at the previous section on Mission. There are some points there about the language of governance that you may want to review.
Many board members are content if, during their term of office, the organization is well run. It is like having a car and paying attention only to its mechanics. Board members have a responsibility to ensure that their organization is truly achieving what it must. You and your board members should be envisioning the future that your organization exists to create and then ensure that your organization achieves (or maintains) that. This is a short video I made to express the value of envisioning: http://j.mp/OYdf3a
Once you have clearly articulated your policies, the ongoing work of the board becomes:
- monitoring every one of its policies (not every policy at every meeting)
- at least once every year, reviewing the validity of all of its policies. One of the positive consequences of this form of governance is that helps the board focus on ensuring that the organization is truly creating the benefits for which it exists.
- linking to the owners and ensuring that the association is still achieving what it must. This requires an outward looking focus that requires the board to be aware of their own association in relation to all of the others that are also serving their community.
- ensuring that the association has the appropriate leadership (hiring the head-of-staff, and conducting performance appraisals).
A bit of discussion about the word policies. Policies are not carved in stone and delivered down the mountain. Policies are explicitly written shared commitments regarding the values and beliefs of the people who have an interest in organizational success. They are meant to evolve as time goes on and people change.
Meetings
The Power of the Chair / Agendas / Minutes
Any formal meeting, including general meetings of members, board meetings, committee meetings, or task groups needs to be organized with an agenda and produce notes or minutes. During the meeting, the special privileges of the Chair are only to cast a deciding vote in the case of a tie, to recognize speakers, and to maintain order. (In the event of a tie, often the Chair is best advised to remain impartial and not caste that deciding vote.)
Start the meeting on time. Never penalize the people who arrive on time by waiting for latecomers. Ever! If this is a new organization, get this right from the outset and make it part of the culture.
The real power of the Chair is to secure commitments of the participants to act, as well as the right to set the initial agenda. It is amazing to me how willing people are to discuss and to use their creativity for any topic put before them. This is the energy that the Chair will want to harness. There is no way that the Chair can stop people from adding to or subtracting from the agenda. Most of the time people are willing to leave that to the Chair.
In preparing for a meeting, the Chair should review past minutes for any commitments from members, and if a report is timely, list those items under Business Arising. I recommend that no item of business be on the agenda without the name of the person who will report, or who will propose something. No one should be surprised to see their name on an agenda (unless the person has forgotten what he or she was supposed to do). There is a piece of advice that I pass along with some misgiving. I once worked for a very skillful president who would deliberately leave out some matters that were scheduled to have been brought forward in Business Arising. He explained that, although these items might have seemed like a good idea in the initial meeting—and if the members really wanted to pursue them they could bring them forward themselves—in his opinion, these matters were now best just forgotten. I remember that I always agreed with his judgment, and I do not recall that anyone ever noticed. This might also be part of the skill and power of the Chair. Exercised with skill, these powers can result in considerable accomplishment. Setting the agenda does mean that the Chair must consider all of the current needs of the organization and think through what must be accomplished. In setting the agenda, the Chair decides what should be discussed at the meeting, and how much time is available. The above shows how business arising keeps commitments from being forgotten. New business is where the Chair can introduce new topics.
Typically the agenda for any meeting consists of the following:
- Chair’s Remarks – Chair
- Approval of the Agenda – Chair
- Approval of the Minutes of Previous Meeting – Chair
- Business Arising from the Minutes
- 1st Business Arising – Name of Person Reporting
- 2nd Business Arising – Name of Person Reporting
- 3rd Business Arising – Name of Person Reporting
- 4th Business Arising – Name of Person Reporting
- Committee Reports
- 1st Committee Reporting – Chair of Committee
- 2nd Committee Reporting – Chair of Committee
- New Business
- 1st New Business – Name of Person Reporting
- 2nd New Business – Name of Person Reporting
- 3rd New Business – Name of Person Reporting
- Adjournment and Time of Next Meeting – Chair (Note that under the Policy Governance system, the agenda will look substantially different).
The reason for asking for approval of the agenda at the beginning of the meeting is to achieve an agreement on the business of the meeting before it gets underway. After that it can be altered only by a vote. I recommend approving agendas. Otherwise, the alternative is that as the meeting is winding up people ask to talk about ‘one more item.’ This can go on for a long time. If the agenda was approved, and it is completed, the Chair may simply announce that since there is no new business the meeting is adjourned (that means there is no need to ask for motion to adjourn). Before doing that, ensure that the time and location of the next meeting is known, and to thank anyone who facilitated the meeting.
The first item, Chair’s Remarks is a line I have learned to include on agendas. It provides the Chair with a few moments to talk about what must be achieved at the meeting. Typically, the early agenda items receive lots of discussion, and later items may be glossed over as peoples’ attention wanes and time becomes short. If an important matter needs to be given adequate time for discussion, the Chair can use this time prior to the approval of the agenda to ask for the matter to be moved up. If an expert or special guest is speaking at the meeting, that should be included under Chair’s Remarks. This allows the visitor to leave without having to endure the other business. If nothing else, the Chair can use this time to provide some news, or relate a short anecdote, to set the tone of the meeting.
If a decision is required, folks should have the background information before the meeting. In an ideal world, the draft minutes of a meeting should be distributed to the members soon after the meeting. Before the next meeting, members should receive an agenda and any required background material for the meeting. It is not reasonable for people to discover the agenda when they show up for the meeting. What’s worse is if they are handed reading material when they arrive that relates to decisions they will make. Send this material out in advance, and expect (demand) that people arrive at the meeting both informed of the issues and prepared to make decisions. I know that this will be hard to achieve with consistency; but try.
Consider using e-mail, forums, or online offices for the distribution of materials. It is cheap, fast, and environmentally friendly. It is probably not reasonable to use e-mail and then expect the members to print out a big wad of paper. If there is a package that needs to be considered before the meeting, it is probably best to send it out by post at least a week before the meeting. Or send out the electronic version but have paper copies at the meeting for those without laptops or tablets. The cost of projectors is dropping, so in some cases, instead of paper, the relevant material can be projected on a screen.
If your group is using parliamentary rules (more on that later), here is some advice for helping the Chair work productively within the rules.
During a meeting, the first responsibility of the Chair is to be attentive to what is happening 100% of the time. This can be difficult because it means really listening to every speaker as well as attending to numerous distractions.
The second responsibility is to constantly scan the room for people who may want to be recognized to speak. Keep track of these people, and the order in which they identified themselves. Someone who wishes the floor should have to do no more than make a slight movement of the hand to catch your eye. A little nod from you will acknowledge that you will recognize them in turn. Sometimes, you will find that while someone is speaking, suddenly a long list of people will have identified themselves. Since the signals given to you were subtle (invisible to most of the assembly), the speakers will not have a sense of the time before they have the floor. When the current speaker ends, it is useful to announce that there are a number of people who wish to speak, and to list the order of the names.
With parliamentary rules, when someone proposes a resolution, that person is the first to speak to the motion. The person who seconded the motion may speak next. Discussion proceeds around the room giving anyone who wishes to speak to the motion the opportunity to talk until everyone else has had a say. Then the mover may speak again if points have been raised that need to be addressed. This is what is meant by debate. Since some of the discussion may be taking issue with the motion, there is a tendency for the mover to want to ‘answer’ the concerns expressed immediately. Usually that kind of dialog is counterproductive. It is also out of order, and should be discouraged or disallowed. Dialogue of any kind during the debate tends to reinforce differences between individuals, and not focus on the issue at hand. Worse, the debate becomes a conversation, and people who want to address the motion but not the current drift of the conversation may choose to remain silent. Proceeding around the room, allowing each person to comment on the motion, provides a better balance of opinion, and keeps the other members involved.
Trust the process and you will arrive at better decisions.
You will also need to be comfortable with parliamentary procedure, so take the time to learn it. Often, as Chair, I have seen someone propose a resolution that is (in my opinion) not appropriate for the organization. Since it seems to solve a problem at hand, at first a number of people speak in support of it. Instead of panicking and jumping in with my concerns, I have found that after a few people have had the floor, someone figures out what is wrong, and makes a good case against it. Eventually, when the vote is taken, a good decision is made. People need the time to think, and the process allows for it. The last speakers will be a chorus of thoughtful naysayers, and inappropriate motions are usually defeated. And sometimes, I am wrong with my initial opinion. Groups do make good decisions.
Keep speakers on the topic at hand, and politely rule other discussion out of order.
The third responsibility is to maintain order and to interpret parliamentary rules. When high order motions are proposed, it is often useful to take a moment and explain what has happened, and what options are available to the members. If the Chair senses that the group would like to explore an issue informally, people should know that the rules are being relaxed and that they are free to object. Use unusual circumstances to coach and inform the members of the procedures and the options that are available. It will help the group to become better participants.
The forth responsibility is to keep track of the time and the agenda. Gently keep the business moving forward and try to keep the meetings from being too long. Most people are not too productive after two hours. If you are worried about how cope with a long meeting, consider asking the group what they want to do. Describe the problem and propose a solution, such as postponing some business for a future meeting. Sometimes it is useful to propose a break for people to stretch. These breaks, if well timed, can give participants some space to discuss some issues informally so that after the break a solution is quickly achieved.
Here is how a skillful Chair propels the activities of the members. When some action is required, the members will often identify in the passive voice, what needs to be done. The Chair should be thinking of whom should take on the job. At the appropriate time, the Chair will turn to the person and ask gently if he or she could take care of it, or otherwise take on the responsibility. If the person says, “sure,” the Chair asks if the person will report at the next meeting (or whenever is appropriate). The Chair should also make sure that the person understands the task and has the resources (assistance, money, time) to complete it. At the next meeting, that person’s name appears beside that agenda item in Business Arising.
Sometimes people forget these undertakings. Publishing the minutes soon after a meeting is a good reminder—and it is even better if the Chair or the secretary highlights the commitments. A note here about the minutes: the minutes must not be vague about assumed responsibilities. The minutes should clearly state who undertook to do what by when and with what resources. Capturing these commitments is an important responsibility of the recording secretary. I have been known to deliver a painful kick under the table to the ankle of the recorder when I noticed that person looking out the window and missing a volunteer agreeing to undertake a task.
The second reminder comes when the proposed agenda arrives, and the people who are expected to report read their names on the agenda.
At the next meeting, all the Chair has to do is ask the person for the report as it comes up on the agenda. There is a lot of peer pressure in this system for people to fulfill their responsibilities. If someone fails to perform when they promised they would, at the meeting where they are supposed to report, they usually offer to hustle to make amends. Isn’t this a better way to motivate people than badgering volunteers to do things?
When good work is done, the Chair should ensure that the person is recognized and thanked, and the comments should appear in the minutes.
Consensus vs. Parliamentary Decisions
Most volunteer organizations run meetings using Parliamentary Rules of Order. Although it is familiar, and most people expect it, parliamentary procedure is not the only way to operate. In recent years some organizations have been working to make decisions on the basis of consensus. Both parliamentary rules and consensus are useful styles of managing an assembly of people, and both have value. The organization should decide up-front, which will be used, and encourage the members to become skilled in the practice.
The purpose of this section is to suggest that there is a choice, with advantages to either system. Most people have some experience with the parliamentary tradition, and the rest of this manual assumes that that will be the form used.
Good consensus procedures lead to excellent decisions, but at a cost of time. The advantage is that everyone’s contribution is valued, and in the end everyone comes to some kind of an agreement. A disadvantage is that it requires considerable skill of the members in the process, and relies less on the rule of a Chair.
Parliamentary procedures have the advantage of producing speedy solutions that are satisfactory to the majority of members. The disadvantage is that it may encourage factions, drama, intrigue, and positions of win-lose. The rules provide orderly discussion and voting.
If parliamentary rules are used, both the Chair and the participants need to understand that the whole purpose of the rules is to allow the assembly to arrive at a speedy decision. Whenever I hear someone say, ‘Let’s not get bogged down in parliamentary procedure,’ I know I am with a group that understands neither the principles nor the process. Unfortunately, this is frequently the situation in many organizations. Often the consequences are endless debates with no positive resolutions.
When the group understands the parliamentary process, things can move swiftly and informally. After a few introductory remarks on a new topic by various members, the Chair will ask for a motion or to move on to something else. If there is a motion, it is followed by debate that moves around the room, with no dialogue (i.e., back and forth discussion among people with differing opinions). When the competing ideas have been expressed, the matter moves easily to a vote. Everyone accepts the will of the majority, knowing that each had an opportunity to make their case. When the issue at hand is particularly contentious, the Chair may be more formal about the application of the rules. This helps speed a decision.
One of the reasons members should know the parliamentary rules is so that they understand their options. For instance, if a member tries to raise a matter that almost no one in the room wants to discuss, while the person is making the motion another member may interrupt to say, “I object to consideration of this question.” That is not a rude comment, it is a high order motion for which a second is not required and no debate is permitted. The Chair immediately puts this objection to a vote, and if carried by 2/3 of the assembly, the original motion is out of order and cannot be considered further. If the members do not feel they know enough to make a decision on an issue, or simply do not want to deal with it at the current meeting, they can decide to postpone it, table it, or send it to a committee. I have seen situations where a group has crafted a carefully worded motion and has even distributed some thoughtful back-up material, and was hoping for a respectful airing of the issue at the meeting. They were appalled at the speed with which an assembly exercised one of these options and passed on to new business. Parliamentary procedure results in a decision that reflects the will of the majority. The minority can still be a large number of people, and they can feel hurt by the process. That is part of democracy. As U.S. President Obama said, democracy is a messy business.
When operating in a parliamentary environment, members should not be naive about the process. For a motion to carry, it must have the support of a majority of the voting members. Determining the will of the majority is the business of the meeting. The business of the meeting is not to give issues an airing, or to provide people a platform to express themselves. In my opinion, only an unsophisticated member would propose an important motion without considerable confidence that it will be carried. The principle of majority rule implies a political situation. The place to ensure votes-of-support is in private conversations before the meeting.
This process of lobbying is a legitimate part of our democratic way of life. I don’t know what the President of the United States has on his/her agenda today, but it is likely that a good part of that time will be spent on the phone or in personal meetings. The President will be attempting to persuade legislators to support some initiative. It is not described in the rules, but it is the business of promoting a good idea, and members who wish to participate effectively—such as yourself—need to learn to become skilled in the process. If this sounds like I am recommending political ambushes and back-room deals, I have not effectively made my point. If the meetings are going to be efficient—the reason for choosing to operate under parliamentary rules—then much of the discussion should happen in advance. If you are promoting a concept and will propose a motion, do your lobbying as part of your preparation.
If people need to read something in order to make a decision, that should be distributed in time to be read before the meeting.
If discussions need to be held whereby the membership is expected to explore a topic, and the resulting action is not known, consider holding a workshop that is not part of the business meeting. It would help if you have some members who are skilled in facilitating such workshops. Whatever you do, it would be better to keep this kind of work out of the business meetings. When the board, or the interested group, have concluded with a vision or strategy, it then become a simple matter to expedite the decision with a motion in the formal meeting. If a separate workshop is not practical, at least have the assembly agree that the business of the meeting is being interrupted for the purpose of workshopping the topic. Was this expected, and was it scheduled as part of the agenda? Do people have the materials, research information or background to be able to discuss the matter intelligently? If not, and if the matter is not time-sensitive, consider scoping the matter in a short workshop, and then the action taken will be to delegate the work of preparing the background for a future discussion to a committee.
If, instead of using parliamentary rules, the group prefers meetings to be creative sessions, where everyone’s ideas may contribute to solutions, then a consensus processes might be more desirable.
The promise of achieving a consensus sounds as if your association may be able to operate without conflict. In fact, the consensus fosters an atmosphere that encourages the expression of different opinions and even conflict, and then provides some process that may lead to a resolution in a creative and supportive environment. It recognizes that everyone has a contribution to make, and all views are encouraged. Often it takes several meetings to work towards a decision.
At the conclusion of the process it is not uncommon for some people to continue to disagree with the final decision, but they have also agreed not to block it. In agreeing to stand aside, they know that their concern was truly heard, and will be noted in the record as part of the decision.
Part of the frustration of working with consensus is that an individual, or a small group of people, do have the power to block a proposed action. Blocking is a powerful tool that values the individual. The psychological anxiety that occurs on both sides of the issue when someone feels the need to block is part of the dynamics of consensus. The assembly should work through the process even though there will be a temptation for the majority to vote and get on with business.
The parliamentary positions of Chair and secretary may be replaced by roles with names such as the facilitator, the advocate, the timekeeper, the scribe, the notetaker, and the doorkeeper.
Groups wishing to operate by consensus will have to study the techniques, and be prepared to train people in the process and the roles. It is culturally different from the experience of most members, and it may alienate some impatient people. While there is (more or less) a single set of rules for parliamentary procedures, there are a variety of options for using consensus. You will have to agree on which philosophy you will use. For instance, with some forms of consensus, anyone may block consensus. In others a single blocker is not enough, a minimum of two or more people are required. This more-than-one-person requirement for blocking is similar to a parliamentary motion that requires someone to second the motion before it can be accepted.
A major benefit of moving forward as the result of decisions made by consensus is that each member will feel like his or her contribution really matters. It requires the participants to be prepared to fully understand competing concepts, and to be willing to explore creative solutions. Often the quality of the results more than justify the effort to achieve proficiency with the system.
As a final note on this subject, I see many groups who claim to use consensus, but don’t. Sometimes this means is that the group will noodle around a subject until the Chair feels that most people are in agreement, and then asks, “Are we all in agreement?” Most people nod in agreement, and some are silent.
Consensus has been achieved. Or has it?
The resolution was quick and not contentious, but often it is missing some valuable insight. Instead of debate there was actually a conversation. In a debate each speaker addresses the motion and does not have to relate to the last person who spoke. A conversation (or dialogue) tends to follow from the most recent comments. For some people this means that the conversation can drift away from some valuable points that they might have made, so they remain silent. This is not consensus; it is a weak form of the parliamentary system. In a small board or casual setting with a skillful Chair who always draws out the quiet people, this might be satisfactory most of the time. It is better to create a casual manner, and yet use the real parliamentary system. So, if you observe that you, or others, are not expressing yourselves because the meeting is so conversational that there seems to be no context for your comments, be advised that your process is seriously flawed, and you should act to correct it.
Many groups claim to use consensus, but don’t understand how it should work. The chair will seriously attempt to achieve a real consensus for a while; but when the process seems to be taking too long, the group will simply vote. That action destroys all of the dynamics of the consensus process. Anyone who chose to block is disenfranchised and will probably not contribute in that way again. This occurs when groups would like to operate with consensus, but are not really prepared to learn how to use it effectively. The results may seem okay, but are likely far from achieving the best wisdom from the members of the assembly.
Using parliamentary procedures does not mean that the style of the meeting has to be formal and unfriendly. It does mean that there is a fair process that does yield good decisions. Most attempts to be so informal as to ignore the rules result in a loss of good decisions. Since the contributors remain silent—but friendly—you will never know what was lost.
Role of Committees
A group of the unprepared, appointed by the unwilling, to do the unnecessary — Fred Allen
Especially with an all-volunteer board, the only way an organization can achieve its goals is to assign tasks to individuals or committees. One of the reasons that many people do not like committees is that they seem to be ineffective. This is almost always due to the members of the committee neither understanding the need and purpose of the committee nor how they are expected to fulfill their responsibilities. When a committee is created, clear terms and expectations of the assignment should be given.
There are two kinds of committees: a standing committee and an ad hoc committee. Ad hoc committees are struck to perform a specific task, usually to be accomplished within a definite time frame. When they report, they automatically dissolve. Standing committees are usually identified in the bylaws. Over time, and after a number of different personalities occupy the Chair, a standing committee may develop an internal culture which causes the committee to drift away from its intended purpose. Changes in the community or in the organization may cause the old reasons for the committee’s existence to change. In either case, it is important for the board or other functional committees to ensure that task forces or subcommittees are carrying out the current mission of the organization and the intended assignment. This can be achieved through clear Terms of Reference.
Often the easiest way to develop good Terms of Reference (ToR) is to ask each committee to propose the Terms to the assembly to which it reports, for approval or amendment. Nevertheless, the assembly that strikes the committee has the responsibility to hold its committees accountable for producing appropriate and useful results. A review of the Terms of all standing committees should be an annual event. If a committee is not serving a vital role, it should be dissolved. The striking assembly is delegating work to the committee. The authority of the committee can be only the authority that the striking assembly (or individual) has the right to delegate.
In order that all of the issues facing each committee are considered, and to attempt to establish a common format, the following guidelines, or template, are offered for consideration when developing new ToR. This format should be freely altered to suit specific circumstances.
Terms of Reference are like a job description. They state why the job has been created, who can fill the job, the means and resources to be used to accomplish the task, and the time limit for the task.
A Suggested Format for Committee Terms of Reference
Committee Name
Nothing conveys the purpose of a committee better than the name. If people are proud of their committee work, they will announce to their friends and colleagues their membership on the committee. The name should convey the importance, and suggest the function, of the committee. While the group may operate as a committee, it does not have to be called a committee. It could be a task-force or a working group or any other creative name that seems appropriate. The reason the group is called a committee is because it is usually formed as a result of the high order motion ‘to commit.’
Preamble
This preamble identifies the need for the committee. It describes the intention of the assembly that struck the committee, reviews the scope of action, and acts as mission statement for the members.
If the committee is expected to operate in concert with other parts of the organization, the Preamble should describe the relationships. In some organizations, the committee structure is as complicated as a corporate staff structure.
Objectives
Precise and achievable objectives are the key to ensuring that the work of the committee will be focused on the intended job.
The striking assembly may choose to hold the committee accountable for results or for carrying out specific tasks. For the wording of results, reread the section on Mission. If the committee is to perform tasks, the normal form is a series of bulleted statements (e.g., • to organize and run the conference in a manner that sustains a small profit).
It is appropriate for objectives to include a sentence of explanation or clarification.
Objectives should clearly define the results or targets, and not be worded in poetry that could result in confusion, inaction, or inappropriate action.
Duration
Ad hoc committees should be task and time defined. It must be clear when each committee is expected to provide interim and final reports. All committees should report to the assembly to which they are accountable. The timing and the nature of the content of these reports should be specified.
Authority to Act
It must be clear if the committee is to act merely in an advisory role, or if it is expected to take action to achieve its objectives.
The committee’s scope of activities is discussed in this section.
The authority of a committee can be only that which is (or can be) delegated by the striking assembly.
Resources
Committees should be viewed as worthwhile because they are very expensive in their operation, even if the resources are supplied without a charge. The time of the people sitting on committee is the greatest resource. The meeting rooms, food, office supplies, and office support, as well as any direct budgeted expenses are all part of the cost. It should be clear to the committee what resources are available to the members to carry out their work. The resources, other than the budget, are described here.
Budget
The method by which a committee obtains financial resources, approves expenditures, and accounts for money is described here. So are any required reports on the use of the budget. If there are to be no monetary resources, this section may be omitted.
A budget may include revenues as well as expenses. It should in any case where the committee is receiving funds or payment for services (such as admission fees to an event).
Membership
Committees are usually composed of members of the assembly that struck the committee. When this is the case, a motion made by the committee Chair at a meeting of the assembly, and on behalf of the committee, does not require a second. (Read the Rules of Order if there is dissension on the committee and there is need for a minority report.)
This section should discuss the possible make-up of the committee. Sometimes the striking assembly chooses only the Chair, who then has to find members to assist with the task. Occasionally, members of a committee are drawn from other groups of the organization, or from the community. This often strengthens the committee, and it may give these people the opportunity to distinguish themselves by providing good work to the organization, and it allows them to learn the organizational culture in preparation for higher office. In a small short-term committee the only officer is the Chair. In others there may be a full slate of officers.
If the committee contains other than members of the striking assembly, then this section should describe the rights of these individuals to vote.
Any special qualifications required of committee members are described in this section.
Financial solvency
The term, non-profit as a financial description for an organization seems to lead many boards to give too little attention to the financial needs of the association or society. I prefer the term social profit because it implies that there is nothing wrong with a profit (or surplus) when things go well. The other implication of the term social profit is it clearly implies a community benefit. Whether the constituency served is a municipality or a professional society, or global aid, or the consequences of small single-interest local club, you are providing some benefit (profit). Because there will always be times when things are not going well, most consultants advise having a war-chest, a rainy-day fund, or reserve. Depending on the nature of your business, you may need enough to sustain your organization for three months or more. Profit is not a bad word. The term ‘non-profit’ is merely an accounting term to describe how the net earnings will be used. Instead of disbursing net earnings to shareholders, your organization will use the funds toward the mission for the community served.
A social profit organization is a business, and one of the purposes of a business is to survive. It is not enough to have a plan of activities that will educate the members or save the environment, or whatever is in your mission. None of this can happen if the organization is not a financial success. As unattractive as it may be, a primary responsibility of your association must be to ensure its financial survival.
Financial solvency or sustainability of your organization means avoiding dependency. Are you counting on grants for support? That is risky. It might be satisfactory for a while only when the mission of the granting agency is almost identical to yours. These agencies are seldom willing to commit to long-term funding of operating expenses. As time passes they will change their staff and their selection criteria. This year you may be favoured, but there is no guarantee that this will be true in the years to come. Grants are an important source of funding, but most grant making agencies or foundations prefer to see that your organization does not depend on grants entirely. Funders are the first people to discourage you from becoming dependent on them. They will invariably ask you to show how you will survive after you have spent the grant, so I encourage my clients to think about this before applying.
Before hiring her as a consultant, Sherry worked with a human services agency that applied for a three-year grant to provide youth intervention services in a distressed county. The infrastructure to support their work didn’t exist (other youth services or facilities) nor did they ask the community whether or not the community would support the endeavor after the grant money ran out. When she learned about it, Sherry asked: ‘Is this where you wanted to go? Was this part of your mission?’ The answer to both question was, ‘no, but we knew we had a great chance to win the grant and we thought it was a good opportunity to expand our service area.’ Sherry believed this was a dangerous distraction to pursue funding which was such as stretch from their main service area where no supporting infrastructure existed. The agency succumbed to the temptation to over-diversify. They took advantage of a grant to go for a new service area and distracted the management effort from other important work. Sometimes it is right to go for expansion. However, you should think carefully about the implications before dashing off grant applications because you know they will succeed. Avoid mission scope creep.
Towards sustainability. This client agency continues to generate a substantial income from fundraising. They thought it would be okay to use grants to expand their service area. Usually, it would be a good use of grant funding. The problem was that the new area was very different from their current area and they had no infrastructure to enhance or expand on their core activities. They should have done some development work first in the community to assess the need and determine if the community was supportive. The sad part of the story is the efforts to support at-risk youth in a very needy county were also disrupted because the funding ran out. If this agency had developed support within the community for sustainable funding, they could have continued the work after the grant funding disappeared. Although complete sustainability may be impossible for many organizations, sustainability is something to work toward and keep in mind. Our recommendation is to use grants only to add value to your program, not for core funding. By all means, apply for grants. Once you have been approved, you can decide if you are going to accept and whether or not you have the resources to continue to work in subsequent years.
Some years ago, when running a social profit organization that was experiencing cut-backs, one of my managers asked in all sincerity, “What is wrong with running a deficit?” In talking to the manager, I realized that we live in a culture where our political leaders run our countries by regularly managing huge deficits. As a result, many people think that it is acceptable to manage a budget on either the red or the black side of the balance line. Well, it is not acceptable to have a deficit. It is organizational suicide to be blasé about the bottom line. Your organization should discipline itself to spend only what it is prepared to earn. If you are paying off a debt, that is an expense that robs you of the resources to accomplish good things for your community. Donors and members do not like to think of their contribution going to pay off past debts.
At one time I was with an organization that was in danger of running up a deficit. In order to maintain the staff, the organization took on contracts that would employ those people. we called it, “selling our staff into slavery.” Eventually these contracts took on more and more of the staff time and as a consequence we were no longer really fulfilling our mission. Again, this strategy was a dangerous distraction from the primary mission of the organization. Weaning the organization off this program resulted in anguish and layoffs.
If your society is successful, and it has a large and visible constituency, it is probably true that some other organizations and individuals will be interested in donating funds or providing sponsorships or contra. The point to be made here is that the strength of your organization is likely its committed membership and donorship base. Can the membership, with their annual fees, pay for all of the core activities of your association? Can you make the majority of your programs, courses and events pay-as-you-go? Try. This way you are never vulnerable as long as you are acting in the interests of your members.
Here is an issue for many associations and societies that should not be considered trivial. Do you have a membership? Is your membership fee automatically increased every year by at least the cost-of-living? Or does the adjustment to the membership fee require approval at the annual general meeting? If so, is the result that membership fees have remained flat for years? Why is the latter frequently the case? Bite the bullet and amend the bylaws to allow the membership fee to be easily changed so that it can always cover the expenses for providing reasonable core services.
Other funding may allow for enhancements to your association; but if third-party funding is suddenly removed, only the enhancements need to be cut from the operation.
Why am I making so much of this, especially when none of this affects a start-up? It is not unusual for an eager organization, which is doing worthy community work, to attract some regular funding through a grant. At the time, everyone is thrilled. The problem occurs after five years, when everyone is comfortable with the arrival of the annual grant cheque, the organization has an executive director on staff, and the newsletter is a designer’s glossy dream with pages of paid ads. Nothing is forever and the grant (for whatever reason) suddenly dries up. No one on the current board remembers the days before the flow of the grant funding. It is hard to immediately fire the staff and crank up the volunteer systems to ensure that the core programs continue. Our hope is that our experiences will encourage your leadership to avoid this trap.
Is your society really a business? It certainly is. It has revenues and expenses. It has owners in the form of people who are invested in your organization’s success. It will need to market memberships and programs. It is responsible for delivering its services with excellence. Although you believe that you have identified a niche market, you are in competition with all other similar organizations for the time and dollars of your supporters. Unlike a business, profits are not distributed to the shareholders. Instead, you need to ensure that you have enough resources and funding to provide services without disruption in lean times. I recommend that you develop a substantial surplus to be used in the support of your cause and to sustain the society when things do not go well or there is a special need.