I have written extensively about nonprofit governance, mostly related to managing expectations, defining roles, forging a productive culture, and adopting sensible policies. Recently, however, I have been reminded that sometimes what trips up nonprofit governing bodies is a certain discomfort (or lack of familiarity) with the nuts of bolts of running a formal business meeting.
I am referring specifically to something much more straightforward than crafting a solid agenda in a collaborative manner. Rather, the simple act of passing a board resolution often confounds people and leads to awkward moments where no one is sure exactly what to do.
I am taking this opportunity to share an approach that I learned and adapted from my friend and mentor Susan Davis, who chaired the Grameen Foundation board for more than six years and later co-founded BRAC USA.
Adopting a resolution normally is the last step of a process of discernment and debate that a governing body engages in. Sometimes the discussion predates the meeting by several weeks (or even years!), while at other times it might have lasted only a few minutes. In some cases the wording of the resolution has been crafted by lawyers and other experts through an exacting process, while in others it is briefly summarized by the chairperson or some other member and later refined in the written record of the meeting to be more succinct and clearer. Finally, it is voted on as part of that written record at the next meeting.
It is important to note that in less formal business sessions, such as a recurring staff meeting, people normally agree that a consensus or decision has been reached, and move on. But in the meeting of a governing body, it is good practice to formally describe and vote on the decision and then note it in the meeting minutes.
What is a good way to actually put forward and approve a resolution? First, the person chairing the meeting should read or state the resolution or ask someone else to do so. Depending on the sensitivity of the matter, reciting it word for word may be necessary, or simply describing its key aspects may be enough.
At this point, the chairperson can either make a motion to adopt the resolution, or even better ask the group, “Is there a motion to adopt the resolution as presented?”
Someone can respond, “So moved.”
The chairperson can then say, “Is there a second?” or more formally, “Is there a motion to second the resolution?”
Someone else, who like the person who made the first motion should be a voting member of the group, can say, “I’ll second the motion,” or simply, “I do.” Raising one’s hand can also serve the purpose.
Now, the chairperson should pause at this point and ask the group, “Is there any further discussion?” If no one speaks up after a few seconds, he or she should move on to voting. Why is this important? Inviting “further discussion” gives anyone who believes that an unwise decision that has not been sufficiently debated one final opportunity to make their case and potentially alter or derail the resolution, or at least explain for the record why they will be casting a dissenting vote. At the same time, by offering one final time to discuss the resolution, the chairperson is inoculating himself or herself from future accusations of squelching debate.
Once the offer for “further discussion” is either passed up on (which is usually the case) or taken and then exhausted, the chairperson can finally say, “All in favor?” which is normally greeted with a chorus of “Ayes” or hands raised. Then he or she can say, “All opposed?” which usually is followed by silence but sometimes with a few “Nays” or hands raised. Finally the chairperson can ask, “Any abstentions,” which may be appropriate if someone is neither supportive nor opposed, or if they are voting on the minutes of a meeting that they did not attend.
If the vote is not unanimous, it is important to note the number of votes for, against, and abstaining, and perhaps the names of those casting each kind of vote and those who made and seconded the original motion to adopt the resolution. Normally, however, it is fine to simply state in the minutes that a motion was made and seconded (without naming those who did so), and then that it was adopted unanimously. The resolution itself should be spelled out in the minutes, and any essential background materials – such as a staff, board member or consultant’s presentation related to the matter – can be included as an appendix to the minutes.
To sum up, the process should go something like this:
Chair: “Is there a motion to approve the resolution as presented?”
Any board member: “I so move.” [At this stage, the resolution can be read or restated, but this is often unnecessary if the intention is obvious.]
Chair: “Is there a second?”
Another board member: “I second the motion.”
Chair: “Is there any further discussion?” [Unless discussion commences within a few seconds, the Chair can move on.]
Chair: “All in favor?”
Board members voting in favor: “Aye.”
Chair: “All opposed?”
Board members opposed: “Nay.”
Chair: “All abstaining?”
Board members abstaining: “I abstain.”
Chair: “The motion is adopted.” [He/she can add “unanimously” or “by a vote of 9-1 with 2 abstentions” or whatever the case may be.]
In my writings about board culture, I argue that directors should always “speak their minds and vote their consciences.” Related to that, I make the point that non-unanimous votes are a sign of a strong culture where dissent is encouraged, rather than one of a weak or disunified board. In fact, some conflict-averse board leaders are so fearful of having non-unanimous votes that if they fear one is coming, they defer a decision to a future meeting – even if a clear decision is urgently needed.
You can read about this approach and other ideas about nonprofit governance in chapter 12 of Changing the World Without Losing Your Mind and on page 127 (among other places) of When in Doubt, Ask for More.