UPDATE: We’ve engaged with the Lawyer’s Alliance to do the next version of our Bylaws. This is the message we sent to them. It includes helpful framing for external audiences.
Here’s our Current Bylaws!
Thank you for the framing of Bylaws version 2 being about:
We’re looking forward to getting started.
—-— Bonus material for people who are interested in research / exploration… —-—-
Mental Models of the Role of the Board
We’re fascinated by the “Minimum Viable Board” concept from Enspiral (a New Zealand company so laws aren’t the same, but the spirit of the idea is interesting). Excerpt below:
As a registered New Zealand company, Enspiral Foundation Ltd has to have directors. Enspiral’s goal is to distribute vision, strategy, and leadership as widely as possible in the network, so our approach is a “minimum viable board” (MVB), with a narrow compliance focus. You can see the details in the Board Agreement.
At the same time, we think our Board must be about holding the organization true to its mission of youth-led collective impact.
Creating the Future, an Arizona nonprofit, has adopted the Minimum Viable Board concept with the holding the organization true to its mission concept into its Creating the Future Bylaws. You can also read the history and context of Creating the Future’s bylaws. Excerpts below
How Decisions Are Made: To ensure our decisions are aligned with our vision and values, all decisions will be made by the people closest to and affected by that decision, as they are the ones with the most context and knowledge required for making those decisions. In accordance with Arizona statute 10-3801c, this authority will be granted per Creating the Future’s Articles of Incorporation.
The role of Creating the Future’s board is to safeguard the organization’s integrity, to ensure…
that the organization is meeting all its legal obligations, in compliance with Arizona law
and the U.S. Internal Revenue Service
that we are meeting the expectations of our stakeholders and community members
that we are doing what we have committed to do
that we are doing so by walking the talk of our values
Given that we’re about youth-leadership, we’re interested in exploring how the legal obligations can lie with the board whereas the mission circle is responsible for the, well, mission such as meeting expectations of stakeholders, doing what we’ve committed to do, and holding true to our values. Some language we’ve been playing around with include
A mission circle pays attention to long-term planning and makes sure the organization stays true its mission (and vision) and connected in its organizational and cultural context.
The mission circle is the link with and to the larger community.
The Mission Circle is a Committee of the Corporation. All Board Directors are ex-officio members of the Mission Circle. Any meeting of the Board shall be preceded by a meeting of the Mission Circle. Recommendations of the Mission Circle will be placed on the board agenda as consent items.
This desire to have distributed governance is part of our larger conversations about practicing equity and liberation in the nonprofit world. Read The default nonprofit board model is archaic and toxic; let’s try some new models by Vu Le to get a feeling for what we mean.
Anyway, the point is, we’ve been putting up with this crappy board structure long enough. Yes, there are some good boards, and plenty of great board members. But the structure is archaic, weird, glaringly white, and full of corporate people who know little about nonprofits and often have less lived experience and who often are too busy to bother learning (but who still insist on being in charge!) So, it’s time to try some new stuff. This is challenging, because if we had an effective structure that works for everyone, we would already be using it. The important thing is for us to give ourselves permission to experiment.
This will require unlearning a bunch of no-good, very bad philosophies that have been toxic for our sector. For example, a deeply internalized belief is that the board is the “boss” of the ED/CEO and thus the entire staff team. This sets up a dynamic where the staff are often undermined by less-informed board members and must operate in a pervasive environment of permission seeking, which leads to inaction or ineffective actions.
Bylaws and Sociocracy
Here are examples of Bylaws for a Sociocratic Organization. One big question that I think isn’t adequately covered here is that the solution for not reaching consent here is that the matter is “referred to the appropriate expert director”. Who’s the relevant director? And, it seems to be written to bind the board to a decision.
Here’s an example of how pro bono lawyers from our first project with you all simplified legalese in our Terms of Service. See the “What this means” sections. Perhaps something similar can be done with our Bylaws? Or perhaps all the Bylaws can be written in Plain English? (for the future: If we dream some more, could Bylaws be written or accompanied with visuals or with a comic that more simply explains what’s going on?)