Organizational Governance: Layers of Documents

Posted by Matthew Thomas

Many people find themselves lost in the variety of legal documents involved in a church or non-profit. There are three major sets of documents every organization needs to have to operate.

1. Articles of Incorporation: This is the filing with the state in which the organization has its main office which creates the legal entity that can, like a regular person

  • Buy, sell and own property
  • Receive income and make expenditures
  • Sue and be sued

Among other things.

The articles state the organization’s legal name and its legal purpose. All further documents must operate within that purpose.

2. Bylaws or Constitution: Some organizations have both bylaws and constitution where the constitution typically has greater authority and less mutability than the bylaws, which are often more policy-oriented and more easily changed.

Nevertheless, many organizations just have one or the other. The purpose of this document is to determine the means by which the legal entity (legal person) can speak. Without bylaws, state statute typically prevails. Important issues that appear in bylaws include:

Membership: who are the members of the corporation? What rights, privileges and responsibilities do they have? What criteria must be met for membership? How are they removed?

Board of Directors: How many? How are they selected? How are they removed? What criteria must they meet to become Directors? How often do they meet? What is the scope of their duties, if not the entire scope of the corporation?

Officers: who are the specific officers in the organization? How are they selected? What are their basic duties? Is there a CEO / Executive Director / Senior Pastor / Senior staff person?

Meetings: how are they conducted? How does voting take place? What constitutes the passage of a resolution?

Amendments: How are the bylaws amended?

Dissolution: How is the corporation to be dissolved? Where do its residual assets go? (If tax-exempt, they must go to other 501(c)3 compliant organizations.)

3. Policies: Policies are the way that the organization is governed. For guidance on writing good policies, see http://www.carvergovernance.com/model.htm

Design Group International has experienced consultants available to help review and design these essential documents, and guide your organization through the process of developing them. Click the link below to continue the conversation with us!

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Topics: Matthew Thomas, Organizational Governance, Design Group International, Boardroom

Board Bullies: When the Bullied becomes the Bully

Posted by Matthew Thomas

Part of a series on Board Bullying:

Organizational Governance and the Bully in the Boardroom
Dealing with Board Bullies: You are not Alone
Board Bullies: Everybody's got one? - by Randal Dick

Board Bullies: Moving from Powerlessness to Empowerment

I have seen a number of cases where a person bullied in one board or business environment becomes (or is) the bully in another environment – whether another board, a church, an organization, or even at home. It is surprisingly common.

In these cases, the person often doesn’t realize they are bullying: they think they are doing the right thing. They often have a self-perception as being the one bullied, so they don’t see what they are doing as similar.

Consider the list of bullying behavior in this recent post. Does any of it fit you? If you fit both the categories of bully and bullied, it may be hard to disentangle the pain and the behavior all by yourself.

Nevertheless, there are ways forward. I have found one particular method to be the most effective: instead of merely avoiding doing the particular bullying behaviors you see in others, think instead toward what kinds of attitudes, perspectives and interactions you want to have toward others. Work toward the positive actions, rather than merely avoiding the negative ones. This will often root out the underlying issues that cause you to actually bully in return, when given the chance.

Design Group International is here with you to walk you and your organization toward healthy board dynamics. Click the link below to begin a conversation about how we can help you.

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Topics: Matthew Thomas, Organizational Governance, Design Group International, Boardroom

Board Bullies: Moving from Powerlessness to Empowerment

Posted by Matthew Thomas

Part of a series on Board Bullying:

Organizational Governance and the Bully in the Boardroom
Dealing with Board Bullies: You are not Alone
Board Bullies: Everybody's got one? - by Randal Dick

One of the most common tactics that board bullies use is to leverage the different parts of the organization to maintain their position of control. If they don’t get their way in the boardroom, they can get it through bullying staff directly. If they don’t get their way through the staff, they can drum up support in the constituency.

Similar actions happen every day in local government, too: in school boards, city councils and other entities that are close enough to the people for people to show up to meetings and have a say. Both the board or council members and the general public use leverage of the other parts of the organization, city, or constituency to move an issue forward, maintain power, or otherwise influence process and outcomes.

Bullies do well when they can instill a sense of powerlessness in their victims. Whether that powerlessness is expressed through getting a constituency upset if a certain motion passes in a meeting (so as to make the effects or enforcement of the motion null and void), or just plain old fear tactics, the bully gets their way when the bullied feel helpless.

See Also: Seth Godin on Custom Bullies

Finding empowerment in the face of bullied helplessness does not necessarily happen with the drama of a made-for-tv-movie. It typically happens by setting one boundary at a time for behavior, beginning with the ones that are easiest to set. Since the board is a body of peers, it is appropriate to develop board covenants to treat one another with respect and abstain from the more egregious behavior that makes the boardroom dysfunctional. From there, boards can set more specific boundaries as needed to cover issues as they arise.

Design Group International is here with you to walk you and your organization toward healthy board dynamics. Click the link below to begin a conversation about how we can help you.

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Topics: Matthew Thomas, Organizational Governance, Design Group International, Boardroom

Dealing with Board Bullies: You Are Not Alone

Posted by Matthew Thomas

Last Tuesday’s post on board bullying received an incredible response – it must have struck a nerve. My colleague, Randal Dick, also wrote on the topic back in March on his blog, here.

I have heard people resonating with the issues I brought up: so many people have been on the receiving end of board bullying. Some even observed their own bullying behavior for the first time, and realized what it was.

So to those who have been in bullying situations on boards, both giving and receiving:

You Are Not Alone.

Bullying may make you feel isolated, and the people who should rise to your cause often do not. Your attempts at conciliation don’t seem to solve anything: if they do in the moment, then they don’t solve the next issue. Your frustration mounts, and maybe you want to quit.

This is a heartbreakingly common phenomenon. Willing volunteers, giving of their time to an organization and a cause to try to better something, someone, and the world at large, so often get beaten down and drained by the dysfunctional dynamics of board life. So the bullied person’s vision, drive, wisdom, wealth and time are all wasted, drained and minimized. The organization is the less for it, and the change in the world that the organization is trying to bring about is seen to be further off than before.

You are not alone.

From what we hear and see every day, the pain, the frustration, the anger, the hurt: it is widespread. So is the love for organizations and causes that keep people engaged even in the midst of really difficult situations.

There can be healing.

There can be health.

You are not alone.

Design Group International is here with you to walk you and your organization toward healthy board dynamics. Click the link below to begin a conversation about how we can help you.

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Topics: Matthew Thomas, Organizational Governance, Design Group International, Boardroom

Organizational Governance and the Bully in the Boardroom

Posted by Matthew Thomas

Much poor board behavior can be traced back to an issue that is getting a lot of press in schools and particularly among teens these days. Bullying is not just restricted to the big kid beating up the little one for his lunch money, or the gaggle of girls ostracizing the new, awkward young lady in the hallway. It happens in families, in churches and in workplaces. And when it happens in the boardroom, it can derail the health and well-being of the whole organization.

When you see:

  • A single board member that everyone feels they have to please
  • Someone who uses threats (veiled or open) to get their way or keep the status quo
  • Someone who leverages their expertise to demean the perspectives of others, instead of building up the organization’s capacity
  • Someone who stirs up the constituency when decisions don’t go their way
  • In churches, when someone plays the “God card” a little too often in ways that always put God on their side, often in ways that condemn others
  • In a variety of settings when someone speaks in martyr language about how much they are doing but how no one will help them out, but then doesn’t allow anyone to help him/her because no one else can do it right

… you are probably seeing a bully in action.

Those of us who have served on boards have most likely been a part of meetings in which these kinds of poor board discipline is expressed. Bullies tend to play off of fear and force to get their way. And boards, as groups of peers, have difficulty breaking through the bully’s cloud of fear that they have laid down on the group.

Creating board policies, covenants or agreements that reflect the behavior the group desires to maintain, and then holding themselves to it, often will reduce the power that bullies have over the organization. Eventually, the board can be empowered to call a bully’s bluff – which often results in a realignment that is healthier, but without half of the bully’s threats coming true.

Have you seen a bully in your boardroom recently? Read more about them here.

Design Group International serves organizations to help them untie knotty organizational problems. Click on the link below to start a conversation as to how we might work together to untie your organization’s knots!

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Topics: Matthew Thomas, Organizational Governance, Design Group International, Boardroom