Nonprofit Board Crisis

Donors "Walk" #NonprofitBoards

I'll start with acknowledging that an association, pretty much always a nonprofit, relies first on it's member's contributions and then next often, fees for services or products, and lastly, donations for the likes of research or educational functions or the like.  Associations are a different type of nonprofit which like its counterpart nonprofits does not pay income tax while its members do not get tax deductions for their membership "fee" (any reader who understands the differences better may respond).

The bottom line though, just like all nonprofits, is that when donors or in this case members decide to take away their money, there is no more nonprofit or again in this case, no association.  More specifically, the Internet Association has decided to close its doors or should I say, the Internet Association's members has decided to close the organization's doors and there lays the point of today's blog.  Members and donors can effectively "kill" an organization when they no longer see mission being accomplished or pursued.  And as copy from Ars Technica notes, this is precisely the fate of the Internet Association which will be closing its doors at the end of this month.

Like the colleges who's alumni rose-up to say the Trustees can't close the college's doors or even the Catholic Church that has seen huge losses in incoming funds and members - walking with one's money is an effective way to either reroute a nonprofit that has lost its way or shut it down.  And of course I don't like to miss the opportunity to wonder about how the Boy Scouts USA are doing (with board members still not offering an apology for their multi-year failings) or will be faring after all the payouts are done - will members step-up to revive the institution (assuming at least to them it should at all be revived)?

Below is part of the story from Ars Technica that provides background to what has taken place over at the Internet Association.  

Growing tensions between Microsoft, Amazon, Alphabet, Meta, and Apple lie behind the death of the Internet Association (IA), the nine-year-old lobby group that was Big Tech’s voice in Washington, according to insiders and industry observers.

The Washington-based group, which dubbed itself the “unified” voice of the internet industry, will shut at the end of the year after both Microsoft and Uber, among others, pulled their financial support, leaving an insurmountable funding gap.

“Our industry has undergone tremendous growth and change,” it said in a statement, adding that its closure was “in line with this evolution.”

The closure is a sign of the increasingly different policy objectives of its Big Tech members, said observers, with Microsoft in particular looking to distance itself from its Silicon Valley peers.

“Microsoft has realized that it doesn’t want to be associated with Google, Facebook and Amazon,” said Barry Lynn, executive director of the Open Markets Institute, an anti-monopoly campaign group. “It’s really, really simple.”

A number of smaller tech companies had also become frustrated that their priorities were at odds with Big Tech’s agenda.

“This org could’ve saved itself years ago by kicking out everyone with a market cap greater than $500 billion,” tweeted Luther Lowe, Yelp’s head of public policy. Yelp left the association in 2019. “I made this suggestion to the leadership a few years ago, but it was shot down, so we quit.”

A person familiar with Microsoft’s decision-making said the company no longer saw value for money in its involvement with the IA. Membership dues are calculated according to companies’ size, based on revenue.

An earlier report from Politico suggested the biggest contributors, Microsoft among them, were paying up to $800,000 to $1 million per year. Microsoft declined to comment.

Nonprofit Boards do not LIKE To Fire Their Exec! #NonprofitBoards

As a consultant who has been frequently tasked by a board to discern whether or not it's time for them to "let go" of their exec. I know for certain that there is GREAT reluctance to take this and the action that may follow.  Boards simply do not like to part with their execs be it too much effort (the process) or anticipation of what happens next, internally and externally.

But, according to Black Enterprise as well as Twitter, the board of Black Girls Code has taken the step that could well lead to a departure from, and even more complicated, the founder.  Right now, according to BlackEnterprise.Com, the board has retained an interim exec while they, the board investigate "serious allegations of workplace impropriety" and look for a new exec.  For her part, the Founding Exec has tweeted that she, effectively, has been treated unfairly (without notice at minimum), decries the board as "rogue" and is preparing a formal statement on the matter.  Clearly all is not well at least between the exec and the board.

But, again, based on my experience, while the board appears not to have gotten publicly ahead of their actions, it is never with a light hand that this type of action would be taken so while it is unclear what are the specifics, I am confident that something has been brewing for quite a while and the board has been reluctant to act for all the reasons I stated earlier.  Might the board have handled this differently--possibly but that they are handling it all should give pause to all those who must standby and wait for the outcome.  Were I the board, for sure one of my immediate next steps should be to reach out to the financial supporters to ensure they understand that they as board are fulfilling their fiduciary duty and apologize for the story being aired in public, at least until their is a complete story with a beginning, middle and end.

 

BLACK GIRLS CODE FOUNDER KIMBERLY BRYANT HAS BEEN REMOVED AS HEAD OF NONPROFIT

by Jeffrey McKinneyDecember 22, 20211916

Kimberly Bryant (Black Girls Code)

The board at Black Girls Code, which teaches young women of color how to gain access and opportunities in STEM-related fields, has removed founder Kimberly Bryant as its leadership head.

Based on an email statement to Insider, Black Girls Code’s board reported that Bryant remains on the company’s staff while “serious allegations of workplace impropriety are being investigated.” The statement indicated that the nonprofit  had appointed an interim executive director to manage it.

Bryant tweeted, “Press release: so it’s 3 days before Christmas and you wake up to discover the organization YOU created and built from the ground up has been taken away by a rogue board with no notification.” Insider disclosed Bryant did not respond to a request from it for a comment. She had tweeted earlier that she was preparing a formal statement.

The shakeup comes as Black Girls Code has gained backing  from tech powerhouses like Facebook and Google. It counts too several other blue-chip companies as partners. They include AT&T, Capital One, Lyft Macy’s, Deloitte, Mastercard, and Comcast NBC Universal to name a few, according to the firm’s website. Its board members include which the nonprofit first announced in 2018, consisted  of esteemed Black American leaders in technology and entrepreneurship, Insider reported.

An engineer who before worked in pharmaceuticals and biotech, Bryant founded Black Girls Code in 2011. The nonprofit reports it is committed to providing girls from underrepresented communities access to technology and the 21st century skills needed to become tech leaders.   In 2016, Insider named Bryant one of the most powerful female engineers of that year. She too was on the cover of the January/February 2018 issue of BLACK ENTERPRISE with MeToo founder Tarana Burke.

The Black Girls Code offers programs that include artificial intelligence, robotics,  blockchain, virtual reality, mobile and app design to name a few The Oakland, California-based organization has chapters in 16 cities and its programming over 30,000 participants, per Insider.

 

 

Board Policies Around Social Media? #NonprofitBoards

Ok, so Facebook and similar platforms have proven to be tainted!  Why is this surprising given that pretty much any commercial entity that is really big has gotten that way off the backs of some individuals - this is the nature of capitalism?  While I regularly highlight really gross tainted occurrences (e.g. Sackler) and the resulting need for nonprofits to be clear about policies about what sources of money they will accept, the idea that there is tainted occurrences beyond money is not one of my regular topics.  But Facebook has brought this to the forefront of my mind and so I am including the following copy from the chronicle of philanthropy's  newsletter.  Here too is another need or opportunity for board discussion and subsequent policy making.

Good morning.

Facebook got our attention this week. We weren’t catching up with friends and family but instead weighing a crucial ethical question: Should mission-oriented organizations engage their audiences on platforms like Facebook and Instagram, given all the revelations in recent weeks by whistleblowers and others about the proliferation of misinformation, hate speech, and other damaging posts?

Eden Stiffman talked to many organizations and digital marketing experts and found that most groups are still sticking with the social-media company. But some are pulling back.

UnidosUs, for instance, decided in October to sever ties with Facebook. That meant the organization, formerly known as the National Council of La Raza, returned or refused $277,272 in grants from the social-media behemoth’s corporate office.

UnidosUS was already aware of the harms Latinos face as a result of the platform’s policies and products, says Claudia Ruiz, a civil-rights analyst at the nonprofit, but the revelations from Frances Haugen, the former Facebook employee-turned-whistleblower, were the “line in the sand.”

But UnidosUS isn’t pulling back from Meta’s platforms entirely.

The organization wants to take on the proliferation of misinformation and hate on the platform, and officials recognize that Facebook is where a lot of people get their news, Ruiz says. “We really can’t address the onslaught of misinformation without also providing positive and accurate information as well.

A lot of other groups don’t think they can afford to lose the attention they gain on Facebook.

Charities have to weigh using a vendor that “has contributed to making the country worse” against what it would mean to abandon the platform and not reach the new audiences and supporters they otherwise would, says Matt Derby, senior vice president at M+R, a nonprofit marketing and communications consultancy.

Derby adds that there won’t be any letup in the need for nonprofits to have policies about what platforms they use.

“Facebook is where people are, as are places like YouTube and Amazon,” he says. “This will probably come up again. There are equally questions about if you should advertise on TikTok or any of the Google properties.

Tainted Money Taints The Receiver? #NonprofitBoards

In an Op Ed through the Chronicle of Philanthropy, "poop" on Michael Steinhardt, a hedge fund billionaire know for being a very large donor principally to Jewish institutions but equally known for "questionable" behaviors and values, is explored in-depth but with a focus on questioning not as much the giver as the receiving institutions.  This is a story of responsibility and ownership of inherent societal evils and misdeeds akin to recognizing that while there may have been far fewer slave holders and even dealers of slaves in New England in the 1800s this reality does not erase the fact that prosperous residents of these states profited from the goods and services traded with the Southern states who were producing goods and services literally off the backs of slaves.

In the world of philanthropy it is likely that nonprofits do not intrinsically share or agree with the "abusive", classist, and/or oppressive means with how the rich become rich but they do benefit none the less and rarely pause to question the sources of the money they take.  They don't even tell or even acknowledge the realities while celebrating the benefits which are in theory of course about the benefits that would not otherwise be available to citizens.

Quite a tangled web woven in this "system" called philanthropy and one that really must begin with conversations by and between boards and their staff.  At least the conversations can possibly lead to an understanding and possibly, positive action.  

Three-Legged Stool Of Board Membership #NonprofitBoards

"The three-legged stool of board membership: philanthropic leadership, intellectual energy, and, business acumen."

What do you think?

Boards Negligent and No Apology #NonprofitBoards

The majority of nonprofits do not have the kinds of income generated by the NRA.  Putting aside politics, it is clear that the NRA has done an amazing job of "selling" mission and generating the revenues wanted to pursue this mission.  But the pursuit of mission appears to have come at the cost of minimum due diligence by those tasked with ensuring that mission was precisely the focus of these masses of revenues.  The lessons on failed governance to date (not unlike the failed governance by the Boy Scouts USA) are described below.  And just like the Boy Scouts USA, little is being heard by way of apology by those who chose to fall asleep on their job and duty.  And just like the Boy Scouts USA, shouldn't there be some really angry donors and members taking action to both change their respective boards?

An appreciate nod to JD Supra, the author of the following for their fine work on highlighting these matters!

New York AG's Suit To Dissolve NRA Highlights Critical Reminders for Nonprofit Boards

 

New York's Attorney General is suing to dissolve the National Rifle Association (NRA) based upon what the AG alleges are repeated violations of state laws regulating nonprofit corporations. The Attorney General's amended complaint paints a dramatic picture of CEO Wayne LaPierre running the NRA like a personal bank account, diverting millions away from the tax-exempt organization and toward his own benefit, including trips on private jets, excessive compensation, and lucrative, unvetted contracts with friends.

 

The amended complaint can be found here.

The AG alleges that the NRA's board of directors facilitated this conduct by turning a blind eye to LaPierre and other senior figures' self-dealing behavior. The complaint is a stark, 189-page reminder for nonprofit boards to exercise meaningful oversight of management.

The NY AG alleges that the board failed to oversee tens of millions in misspent funds and then attempted to hide the resulting mess.

The amended complaint details dozens of alleged legal violations by LaPierre and his hand-picked inner circle, who dominated upper management. The most egregious examples include:

Millions spent on private jets and other personal travel expenses 
NRA assets allegedly were routinely wasted on private travel and entertainment expenses. Over $10 million were used for flights on private jets, which included regularly transporting LaPierre and his extended family to and from their Nebraska hometown. In 2018, for example, LaPierre allegedly took a personal trip from Washington D.C. to Dallas, stopping in Nebraska both ways so that his niece and grandniece could join him, costing the NRA $59,790.

NRA leaders also allegedly concealed travel and entertainment expenses through outside vendors, who fronted the costs and later billed the NRA using generic-looking invoices. Under these "pass-through" arrangements, the charitable organization allegedly unwittingly paid millions of dollars for items such as cigar bar memberships and NASCAR tickets. 

Self-dealing in contracts and related party transactions
The Attorney General alleges a pattern of systemic self-dealing in the NRA's contracts with outside vendors and even its own board members. Among the most flagrant culprits is the former Chief of Staff, who allegedly entered multimillion-dollar oral contracts with companies where his wife was either an employee or investor. Further, at least five NRA board members contracted with the NRA to provide consulting, public speaking, and fundraising services. Each received up to $220,000 per year from the NRA. None of these contracts were approved by the NRA board or the board's audit committee before the fact, allegedly without consideration of their reasonableness.

Excessive executive compensation
The NRA board allegedly acted as a rubber stamp for senior executives' pay raises. The organization's assets declined by a startling $63 million between 2015 and 2018. Nevertheless, in 2018, the NRA board allegedly agreed to raise the salaries of LaPierre, the treasurer, and the general counsel.

Silencing whistleblowers and dissidents
Those who challenged the NRA's culture of mismanagement were allegedly swiftly silenced or ostracized. For example, a group of staff members allegedly came forward as whistleblowers in July 2018, alerting the NRA board to conflicts of interest and longstanding noncompliance with basic financial controls. The board's audit committee allegedly swept these revelations under the rug, keeping any mention of the complaints out of meeting minutes and concealing them from auditors. Officers who dissented were allegedly denied re-nomination to their positions, while board members who did the same were stripped of committee assignments.

The complaint highlights lessons for nonprofit boards in delivering crucial oversight of finances, conflicts, and compensation.

This case highlights what can happen when nonprofit corporations lack effective oversight of management. Providing this oversight is central to any board of director's duties of good faith, ordinary prudence, and loyalty. Here are some of the specific lessons that nonprofit directors should take from the NRA's legal troubles:

Directors should have a basic awareness of their legal obligations
Nonprofit directors are not expected to be experts in the law or in financial matters, but they should inform themselves of their oversight duties to avoid being asleep at the wheel.

The Attorney General's complaint describes a board of directors which lacked even a basic understanding of its oversight responsibilities. According to the AG, though the NRA board was legally obliged to oversee accounting and reporting processes, the board's audit committee chair had "no knowledge of New York law governing audit committees, whistleblowers, or conflicts of interest." Accordingly, no meaningful steps were ever taken to create or enforce internal safeguards that may have reined in the senior executives' alleged excesses. By way of easy example, the board allegedly failed to create a policy on charter travel or to monitor compliance with its reimbursement procedures.

Scrutinize related party transactions and possible conflicts of interest 
Nonprofit boards should exercise effective and prompt oversight through processes to review potentially problematic transactions as soon as they receive notice.

The NRA board allegedly allowed self-dealing to run rampant. Like most states' laws, New York law prohibits a nonprofit corporation from entering any related party transaction unless the board determines that the transaction is fair, reasonable, and in the organization's best interest. NRA policy, on paper, required the same review for any transaction that might implicate a conflict of interest. But the NRA board allegedly neglected both obligations.

Assess executive compensation levels thoroughly and objectively
Directors are required to adequately inform themselves before signing off on changes in executive compensation. Nonprofit boards should objectively consider benchmarks such as job performance, compensation at peer nonprofit organizations, and their own organizations' financial health when determining executive compensation. They typically will engage a specialized outside advisor to assist with this review. However, the amended complaint alleges that "the majority of the NRA board disregarded their responsibilities . . . concerning oversight of compensation of corporate officers." The NRA board allegedly conducted only cursory review before issuing one-page "pro forma" approvals of recommended compensation levels – figures often generated with data provided by the same executives whose pay is being considered.

Respond to dissent with fairness and transparency
Nonprofit boards should maintain documented whistleblower policies and apply them appropriately to protect whistleblowers from retaliation, to thoroughly investigate allegations of financial misconduct, and to facilitate the work of auditors.

In contravention of these duties, the NRA board allegedly not only failed to prevent retaliation but took affirmative steps to cover up whistleblower complaints. By not investigating these complaints, the NRA board also allowed the organization to continue to slide further into financial deterioration and mismanagement.

Nonprofit Board/CEO Relationship #NonprofitBoards

I can't say I agree with all of Dr. Fram's suggestions in his blog titled CEOs Need To Develop Partnering Relationship With Board Members but for sure his advice is a good start on activities to consider and for sure, I agree whole heartedly however that a positive relationship between the CEO and each board member is critical to achieving positive outcomes for the organization.

CEOS NEED TO DEVELOP PARTNERING RELATIONSHIPS WITH BOARD MEMBERS

CEOs Need To Develop Partnering Relationships With Board Members

By Eugene Fram           

When a CEO publicly introduces a board member as “my boss,” (as I have overheard more than once) there is a problem. It’s true that both parties—CEO and board member—have specific roles in the success of a nonprofit organization. But the hierarchy of authority should be deemphasized when it comes to interpersonal connections. The most effective mindset for CEO and directors is to view each other as partners in working to achieve the organization’s mission and their impacts.

The CEO’s efforts to cultivate such relationships are key. The following are some initiatives that he/she can utilize: *

• Partners need to know each other as individuals: With overcrowded meeting agendas, rambling debates and hurried exits, there is often not enough time to know the person’s name who sits next to you, let alone anything about his life outside the boardroom. Even off-site meetings for informal exchange are hard to schedule and poorly attended. This lack of human connection is a real deficit in internal board relationships. The CEO can help in a number of ways.

1. Take a few minutes at the beginning or end of the meeting to allow the directors, if they choose, to report something new or important in their personal or professional lives.
2. The CEO and/or board members should try to meet with individual directors or small groups to suggest new or unique ideas for improvement within the organization. Show professional regard for their responses even if it is not actionable.
3. Create social occasions by inviting board members and their significant others to participate informally. Or ask some board members to plan gatherings that could be as casual as afternoon wine and cheese or self paid dinners out together.

• Connect partner directors to the CEO’s real work: Since most nonprofit directors’ full-time interests and professions are not directly related to the organization’s mission, it’s important for CEOs to educate boar members more deeply about what goes on routinely to achieve the mission, especially in those areas (e.g. human resources) in which the decision-making information is quite ambiguous.

For partner board members wanting deeper organization knowledge, the CEO needs to invite them to accompany him/h to local, regional or national professional meetings. Not only do these offer professional benefits, such as understanding accrediting processes, but it also offers the CEO an opportunity to solidify partnerships. Example: As a young faculty person at a university, the senior VP of Finance occasionally would invite me to accompany him to professional meetings. He would use travel time to orient me on macro issues facing the university.

• Energize board meetings: In recent years business meetings have been described as “death by power point.” Many presentations ranges from 20 to 30 power point cells when 8-10 can highlight the story. There are many actions the CEO, with the concurrence of the board chair, can take to develop these into partnership relations.
1. Keep minutiae off the agenda. If it crops up because a few directors find a small topic of tangential interest, the chair has a leadership obligation to take action by saying, “How does the X issue contribute directly to achieving our mission? Let’s set up a process where those interested in this issue can discuss it after the meeting.”
2. Place the boilerplate topics at the end of the meeting.
3. Staff reports on their operations are necessary at every other board meeting. While the CEO has an obligation to make certain they are brief and well presented, the chair has to make certain that board member questions are precise so that the staff person can stay within allotted time.
4. Use a “consent agenda” process for items about which there appears to be substantial agreement.
5. Make certain that every new chair is reasonably familiar with Robert’s Rules of Order to encourage civil discussion and conduct an orderly meeting process. It also can be helpful to appoint a parliamentarian should the rule-book need interpretation.
6. Focus on action items. “Send board members out the door with a clear idea of what they need to do between now and the next board meeting”** (and with the feeling that he/s has met with a group of high energy partners.)

• Meaningful Work: As much as possible, the CEO, with the board chair, has to make certain that every director views his/h efforts as meaningful to achieving the mission: Example: A CEO devoted an entire meeting to reviewing a powerpoint  presentation he was planning to make. This was the final straw for a board member, who felt his time was being squandered. He immediately resigned his position with the usual excuse of increased work responsibilities.

A Leadership Challenge: Bonding with the board and encouraging director-to-director connections is a tall order for a CEO with full operational responsibilities. As board members’ terms expire and new people step up to the plate, the challenge to build relationships is continuous. Even some termed-out board members need meaningful contact and must be kept interested and invested in the nonprofit’s development. The CEO, with the strong support of the board chair, should provide leadership in these important tasks—it will help the organization to move forward while maximizing the benefits to its clients.

 

Nonprofit Board Culpability for Bad Behavior #NonprofitBoards

From the LA Times:

A series of intense discussions ensued, but badminton officials were too busy preparing for Tokyo to reach a decision. When they returned, chief executive Linda French — who referred all questions for this story to attorney Little — called on a relatively new board member, Nancy Hogshead-Makar, for advice.

Hogshead-Makar is a four-time Olympic medalist in swimming who has devoted herself to women’s rights in sport. As an attorney, she founded the Champion Women organization to advocate for Title IX compliance. As a survivor of sexual abuse, she teamed with other swimmers to get a well-known coach, Mitch Ivey, banned for life.

The conversation with French left her with mixed emotions.

“I just think people, in good faith, didn’t understand the rules,” she said. “They honestly thought that because it was so long ago, the victim didn’t want to come forward … that they were not responsible for reporting to SafeSport or the police.”

But as a woman who had pushed for the new protection laws, Hogshead-Makar worried because the accused coach was still prominent in American badminton, still working with minors. She told French to report immediately.

“That is why I’m on the board,” she said. “I knew what the law was.”

I am still waiting for current and former board members of the Boy Scouts USA and a number of other institutions to publicly apologize for their nonprofit's "sanctioned" misdeeds.  As we know in the case of the Scouts, leader sex abuse of scouts was known and carried on for a long time with the only action by Scout leadership being to file the complaints.  It is uncertain how much of this filing was made known to board members, in the early years, but it is for certain that the more recent (10 years?) board members could not have been unaware of the situation.

We know that at the USA Olympic organization, Larry Nassar, as the team physician raised the bar for sexually abuse to a new level and for a consolation prize to citizens now sits in prison.  His survivors will be no less satisfied nor completely resolved emotionally for what was done to them but at least some resolve has occurred ALTHOUGH not really by the Olympic Committee Board.  Now yet another Olympic related organization is rife with fault having, at the badmitton organization a similar circumstance, not on such a grand scale as with Nassar but scale is not the issue.  Meanwhile, the whistleblower who identified the incidence has been fired and the process for survivors achieving justice is just beginning.

Given my proclivity in understanding the role of board members in addressing what has happened under their watch I am always looking for board member response and action when reviewing these stories.  While it's too early to say what indeed may come of this situation, I did take note that one board member is actually quoted about the incidences identifying that she advised taking action.  Yay for this part.  

Now of course we must wonder what other board members should be doing and also those previous members.  We know for certain that there are at least clear steps that should be taken but are we clear when and what level board members should be made aware and understand what action should be taken by them?  And, is ignorance really bliss by board members?  I pose "NOT".

Gift for the Nonprofit Exec #NonprofitBoards

Ok, so I'm not the ideal December holiday individual.  I get grumpy around this time of year for a number of reasons with one of them being that my birthday falls on the Christian holiday and that of course creates competing demands for everyone.  But I will put my grumpiness aside for a moment to reflect on a part of an article that has me really thinking twice or three times about the relationship and expectations by a nonprofit board and the executive.  What started my ruminations on this topic was the piece in the Tallahassee Democrat that included suggestions about gifts that might be made to the exec around this time of year.

Whoa!  I'm thinking: what, the pay sucks and these little gifts are about incentives or if not, what?  And a $60 to $100 gift - really?  Give an IRA or savings plan or car allowance - those are not gifts but earned rewards AND for what - PERFORMANCE!  And don't even get me started about the time of the year.  If a board really wants to give a symbolic gift - think birthday not some faith-based event that may not even recognize that the exec in question may be like me without a specific faith-based holiday.

A stocking-stuffer of ideas for year-end giving, last-minute gifts | Notes on Nonprofits

Alyce Lee Stansbury

Notes on Nonprofits

This week’s column is a round robin of ideas and information to help nonprofits. 

A reader responded to last week’s “thankful” column to say, “Reading your column today made me aware of the many boards I have served, NEVER once have I been asked about a gift for the ED at holiday time.” She asked me for a few ideas.

I shared an example on a board where I served in which we collected $5 to $10 per board member (some gave more) and bought a gift card from the ED’s favorite restaurant and put the rest on a VISA gift card.

Other ideas include a poinsettia or other plant, bakery treat or home-baked items, coffee or tea from a local shop, a gift certificate for a round of golf, pedicure, or something similar that’s specific to the ED.

No matter what you do, I’m sure the ED will greatly appreciate it. If you are serving on a board, its not too late to do something this year. I would love to hear what you decide to do and happy to share them in a future column to help more boards make this an annual priority. 

Meeting Rules of Order #NonprofitBoards

As almost anyone who has been part of a nonprofit board is aware, Roberts Rules of Order is used to inform how a meeting must be run.  As almost anyone who has been part of a nonprofit board is also aware, Roberts Rules of Order, practiced as instructed, is rarely fully understood and shortcuts in its application are frequent.  I have traditionally recommended that boards look at alternatives like Roberta's Rules of Order or Order Using Consensus Process (my preferred).  But Roberts is so ingrained in the world of those that prepare by-laws, it is the unusual step away from Roberts that takes place.  

Ah, but lo and behold there is another Rules of Order that I was completely unaware of but you can become more conversant by reading the following article which reviews one board's decision to cease the use of Roberts and take-up instead something called Rosenburg's Rules of Order.  According to Judge Rosenburg these Rules of Order are intended to be simple, uncomplicated and efficient.  From what I can tell, they accomplish all this.  I still lean toward Consensus or Roberta but now there is another option beyond what has been the uncomfortable standard.  

The following Easy Reader of Pennsylvania article or shall I say debate about these two rules may be helpful in understanding the differences between the rules and provide fodder for your own board's debate about which rules might work best for you.

Point of order point of contention in Roberts vs Rosenberg rules of order

DAN BLACKBURN|DECEMBER 2, 2021

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by Dan Blackburn

Hermosa Beach city council members will consider changing the rules by which their public meetings are governed.

The proposal to change the current parliamentary structure, which emerged from a recent council retreat, would scrub Robert’s Rules of Order, a guiding publication that has laid out procedural rules for the last 146 years. It outlines how tax-supported and non-profit governing agencies conduct meetings and interface with members of the public.

A much more concise structure, Rosenberg’s Rules of Order, is rapidly gaining favor among California entities, and is the version being eyed by the Hermosa Beach council.

The original Robert’s is 716 pages long, and delves with excruciating detail into the intricacies, niceties, and necessities of running a meeting. A revised version of 179 pages was published in 1989.

By contrast, Rosenberg’s version is only 10 pages in its entirety, which may help explain its growing popularity with elected officials.

Mary Macfarlane is co-founder of Jurassic Parliament, a Seattle-based business providing information, training, and resources to “help governing bodies run effective and fair meetings.”

She sees flaws in Rosenberg’s abbreviated version that she fears might prove problematic:

“Rosenberg’s provides too many opportunities for members to interrupt each other,” Macfarlane told ER, “and for the chairperson to take control away from members of the body. It’s so important for city councils and school boards to run respectful and efficient meetings.”

Her website points out that courts have determined that public bodies and nonprofit boards need to adhere to certain key principles:

“They are not free to do whatever they like in their meetings. It is essential for elected officials to serve the public rather than themselves and to carry out duties in a way that is beyond reproach.”

According to the League of California Cities website, which explains Rosenberg’s parliamentary rules, “They have been simplified for smaller governing bodies and slimmed down for the 21st century, while retaining the basic tenets of order.” 

The League does not recommend one set of rules over the other, according to spokeswoman Kayla Sherwood.                 

David Rosenberg, author of the short rules version, is a longtime California Superior Court judge in Yolo County. He previously was a city council member and county supervisor, which he says gave him experience running board meetings.

“Twenty years ago I started teaching a workshop I called Rosenberg’s Rules of Order,” he says during an hour-long video for city, county, school officials and others. He said he thought a shorter version would be more digestible.

His hope is “that people can learn and appreciate not only how to run a meeting but how to make a meeting very understandable, very user friendly, not only to members of the body but also to members of the public.”

Rosenberg defends his shorter version because it “makes clear the rules. If rules are not clear, we wind up with two classes of people, those who know the rules and can follow the process and those who aren’t aware of the rules or don’t know the rules and are kind of left out of the process.”

Under Rosenberg, Macfarlane notes “a major flaw” in that a chairperson “has discretion in several matters which Robert leaves to the body as a whole, which is more democratic.”

Macfarlane’s organization points out these “significant differences” in the two rules books:

— Rosenberg gives too much importance and latitude to “substitute motions.” This could be very confusing for the body. Jurassic Parliament recommends against the widespread use of substitute motions. Better to defeat a motion and then propose a new one;

— Rosenberg approves the common usage of “friendly amendment.” This goes against the principle that a motion, once made, seconded and stated by the chair, belongs to the body as a whole. The maker and seconder should not have the right to accept an amendment during discussion;

— Rosenberg allows members of the body to interrupt debate and withdraw a motion unilaterally. This is disruptive and undemocratic;

— In Rosenberg, only three motions may be on the floor at the same time. This greatly restricts the number of actions a body may take;

— Robert’s provides information on many motions, situations and issues in its 716 pages that are not covered in Rosenberg’s 10 pages.

In 2005, the Robert’s Rules Association published an official, concise guide, titled “Robert’s Rules of Order Newly Revised in Brief.” Its third edition was published in 2020. ER