Your Bylaws are Older than Your Mission: And It's Costing You.

Kate Stitham
Aug 19
3 min read

In my work with non-profits, I hear the same, consistent problems with their boards:

Power concentrated in a handful of people who actually do the work, while the rest of the board is there in name only.
A Treasurer who can't step down because they're the only one who understands the budget, opening the organization up to bias, liability and failure to
Board members staying years past term limits because if they leave, they take all the institutional knowledge with them.
Board recruitment that is biased and narrow and the current board systems make participation only possible for those who already have time, money, and flexibility to spare.
Board meetings that run on formal motions and seconds, theoretically providing space for discourse, but in practice rewarding only those comfortable speaking up and sidelining the rest.

Sound familiar? The problem is, this isn't just a story about a few "bad boards." It's about an outdated template that is particularly problematic for small non-profits early in their development. Your board isn't broken. It's producing exactly the outcomes its structure was built to produce.

Out with the Old: The Case for Firing Robert's Rules

Most board bylaws still run on a model that's about 150 years old, established by a U.S. Army engineer officer who adapted U.S. House of Representatives rules for civilian organizations. His goal was to create a uniform process to let groups run fair, democratic meetings that respected both majority rule and minority rights. Its two lasting contributions were the creation of the three officer positions (President, Secretary, Treasurer) and the formal voting procedure.

Yet despite its intention, this model is a major source of the dysfunction described above. Concentrating power in three officers creates burnout while they serve and instability when they leave. Clear transition plans and vice roles help, but the underlying structure of three leaders and the remainder classified as "members at large" diminishes agency and blurs proper ownership of the duties of stewardship a board member should hold. Rigid parliamentary procedure tends to reward confidence with the format over the quality of the idea, further exacerbating power dynamics. In practice, it often stifles real objections and discourse rather than encourages it.

Some of the policies and processes we take for granted go back even further. Take standard recruitment and nomination procedures. The origins of American nonprofit boards are really a story of the philanthropic elite; boards weren't originally built for governance and oversight, they were built to be fundraising and social-capital bodies. There was therefore no need to publicize vacancies, define nomination criteria, or build systems and processes that would include working individuals. Not only was board compensation considered a "red flag" for inefficiency, but most board members were expected to contribute financially. And certainly no one pushed back when meeting times were scheduled in the middle of working hours with little regard for barriers to participation.

I've seen organizations attempt to address one or two of these issues in isolation. However, I seldom see a thorough examination of the entire structure, which is what can truly transform a board's function and effectiveness.

Distributed Leadership Core Principles: Collaborative Decision Making, Flexibility and Adaptability, Agency and Autonomy, Sustainability and Accountability.

A New Board Model: Distributed Leadership Bylaws

Creating a Distributed Leadership model within board bylaws requires thinking fundamentally about the intention and goals of the board. What is its primary function and who needs to be there to ensure it succeeds? How do we build capacity, agency, and sustainability on our boards so that each member contributes meaningfully to the governance of the organization? Wrestling with these questions requires rethinking the standard structures at every level.

Distributive Leadership is predicated upon four core principles:

Collaborative Decision-Making: organizations lead better when decisions draw on diverse perspectives and expertise.
Agency and Autonomy: organizations run more effectively and efficiently when people can operate at the top of their skill and training.
Flexibility and Adaptability: organizations need systems and people who are able to respond quickly and responsibly to change.
Sustainability and Accountability: organizations are more resilient and accountable when power is distributed.

Through research into sociocracy, organizational psychology, and nonprofit governance, we propose the following practical shifts to bylaws:

Inclusion of a governance philosophy
Explicit recruitment and nomination plan for members and nomination criteria for new members.
A committee-based structure where the heads of the committees take separate but equal powers and come together to form an executive committee.
A voting process that creates systematic spaces for dialogue and discourse and moves from a binary (yes/no) polarizing model to an inclusive Likert (scale-based) model of agreement.
An explicit responsibility for teaching board members the skills and processes they need to be able to engage fully and perform their duties.