What are the Rules for Strategic Thinking in the Board Room?

As many already know, I have a special place in my heart for parliamentary procedure (aka Roberts Rules of Order Newly Revised (2011), aka RONR). I love learning about it! I think it is a vital resource for nonprofit governing bodies and deliberative assemblies. I believe so much in the value of it, I'm committed to becoming a member of the National Association of Parliamentarians (NAP) and pursuing the Registered Parliamentarian (RP) credential!

photo: radachynskyi / Adobe Stock

That said... the more I read RONR and study the rules for making and adopting motions the more I think to myself "Yeah, but that's not how boards really work!" 

The idea that most boards needn't "follow the rules" with the same formality and strictness as larger bodies is well established. RONR certainly makes room for a body's size and organizational custom to drive how meetings are conducted (assuming there is no objection or conflict with existing rules - parliamentary or otherwise.) Those conventions, I find, make it possible for boards to function in a manner that's more fluid and flexible than what the "rules" seem to require on paper. 

For the most part, we see this reflected in how boards tend to meet - with less formality and perhaps a bit more spontaneity. And yet, boards often find themselves stuck with certain meeting practices that are mainly organized around parliamentary rules for adopting motions. Those practices can lock boards into a decision-making framework that is more about approving recommendations from others than it is about generating those recommendations to begin with. 

RONR provides a very useful structure for "disposing of business" or taking action on motions that are either already drawn or obvious enough to craft in the room.  For example, how often do boards receive proposals (usually from committee or staff) to create some new/big/important program, outlined in a 10-page report and accompanied by a neatly written proposed motion for approval? All the time.

I think boards tend to be most comfortable disposing of business in that manner, and frankly those kinds of motions will never go away! But what are the rules for handling agenda items that are not neatly presented and labeled "action"? What if the impetus for a future motion is actually the discussion that occurs around the board table to begin with?

Well that, in a nutshell, is what strategic thinking looks like. It can also be what Chait, Ryan, and Taylor (2005) would describe as generative work. Nonprofit boards have a fundamental responsibility to set mission, strategy and the organization's direction for the future. As any governance practitioner will tell you -- those are outputs that need to be generated by and not for the board. 

I think it's fair to say that RONR doesn't provide many rules to guide the kinds of discussions and deliberations that fuel strategic thinking and sense making. Granted, one can apply the rules of debate to keep discussions orderly, but there is a point where boards need to operate in a freer-flowing mode of discourse. 

Further, figuring out how to document and follow-up on such board discussions can also be a source of confusion, especially if your current metal model is to write motion-driven minutes. In reality, the board's directions for further action are usually determined by consensus (not a vote) and do not always result in formal, concrete actions. Such discussions and decisions tend to be iterative - they usually require follow-up activities that inevitably come back for further discussion and consideration.  

The fluid and iterative nature of the board's strategic work calls for a meeting framework that builds upon the principles of parliamentary procedure without imposing unnecessary strictures. Further, the board chair's role as one who "presides" necessarily shifts to one who "facilitates" and guides the board toward a consensus that can then be documented and acted upon.

These are only some of the considerations that need to be made as organizations grapple with how to keep meetings both productive and strategically focused. What challenges and obstacles does your board need to tackle to better facilitate strategic thinking in the board room? Are there any strategies, rules or structures that have especially helped your board engage in strategic and generative discourse?


Chait, Ryan & Taylor (2005), Governance as Leadership: Reframing the Work of Nonprofit Boards, John Wiley & Sons: Hoboken, NJ

Robert, Honeman, et al (2011) Roberts Rules of Order Newly Revised, 11th Ed; De Capo Press: Philadelphia, PA

Rachel Miller-Bleich, MA, CAE is a nonprofit governance consultant and owner of MillerBleich Consulting, LLC. To learn more, visit www.millerbleichconsulting.com.

© 2020 Rachel Miller-Bleich. All rights reserved. Permission granted to excerpt or reprint with attribution.


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