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Vol. 39, No. 6

Changing the rules, changing the board: Bar association governance for changing times

by Robert J. Derocher

It was at the height of the Civil War when a New England church meeting to discuss abolition, led by U.S. Army Gen. Henry Martyn Robert, descended into chaos and formed the foundation for what would soon become the de facto Bible for running a well-regulated meeting: Robert’s Rules of Order.

That those virtually unchanged rules still govern the meetings of hundreds of agencies, boards, and associations baffles mediation and consensus-building expert Lawrence Susskind.

“A community group or an organization with a shared commitment can’t do better than using a 150-year-old document to run its meetings?” he asks incredulously. 

But Susskind and other association and meeting observers say they are seeing a slow shift away from the rigidity of Robert’s Rules. For many, they say, it is part of a larger movement to address association and organization governance, examining issues such as board size, diversity, committee responsibilities, and meeting flow.

Demographics, economics, and cultural changes are helping drive the movement, they add. And many of those who work with bar associations and similar organizations think the movement should spread throughout those organizations in order to fully address their futures. Carefully examining—and modifying, if necessary—the approach to governance is a key step, they say, to better positioning their associations not only for survival, but also for growth and improvement in the continuously changing times ahead.

Toward strategy, consensus, and ‘real conversation’

Veteran association consultant Vicki Clark continues to be puzzled when she looks at board agendas driven by Robert’s Rules of Order.

“Discussion of New Business is last? Really? By the time you get to New Business, you’re tired, you just want to go home. Your blood sugar has dropped,” says Clark, owner and principal at Building the Capacity of Organizations in Memphis, Tenn. “We don’t need to hear about reports at board meetings. We all get the reports ahead of time. We need more discussion. We need more brainstorming. We need to be talking about bigger things.”

Shelly Alcorn, principal at Alcorn Associates Management Consulting in Sacramento, Calif., draws a distinction between Robert’s Rules in general and how they are often used to frame the agenda. The rules can help in keeping board actions clear, she says, but “Robert’s Rules agendas must go away. A strategic agenda has to give time to talk about the future. We need to be changing our focus and talk about more incredibly important issues.”

Alcorn says an association can get more information and ideas from an 18-minute TED Talk, followed by “nonthreatening questions” and discussion, than it can by wading through the typical committee reports, budget items, and social conversation.

That is also an approach advocated by Susskind, as outlined in his book, Breaking Robert’s Rules:  The New Way to Run Your Meeting, Build Consensus, and Get Results (co-written with Jeffrey L. Cruikshank).  Robert’s Rules, he says, can hinder serious, nonconfrontational discussion that is helpful to building an agreeable consensus on contentious issues that regularly confront associations.

Organizations that adhere to Robert’s Rules often have “serious moderators and parliamentarians who drive people nuts” if something is “out of order” or doesn’t conform to the rules, says Susskind, an MIT professor and founder and chief knowledge officer of the Consensus Building Institute in Cambridge, Mass. That often leads to shutting down discussions and approving actions that may only have narrow support.

“Robert’s Rules says, ‘We don’t care about the minority. We have 51 percent; we can move forward. The other 49 percent can go lump it,’” Susskind believes. “I’ve worked in so many situations where consensus building has accomplished so much. A consensus is fairer. Everyone’s interest is going to be taken into account.”

At the San Diego County (Calif.) Bar Association, Executive Director Ellen Miller-Sharp has seen how the motions, amendments, and voting associated with Robert’s Rules can bog down a meeting. “Lawyers like rules and order, so it’s easy to default to Robert’s Rules,” she says. “But you’re not having a real conversation. You’re limited to discussing what’s on the floor.”

Miller-Sharp says that while the SDCBA continues to utilize Robert’s Rules, the bar’s Board of Directors is working to develop more operations-focused discussions and business at the committee level, leaving more room for substantive policy discussion at the board level.

No more ‘bloated’ boards?

Whatever rules are in place and how they are reflected in the agenda, the size and makeup of the governing board itself can be an impediment, many experts say.

“I’ve been in meetings where you needed microphones in the boardroom just to be heard—and you can’t even see each other,” says Mary Byers, a longtime association consultant and co-author (with Harrison Coerver) of Race for Relevance: 5 Radical Changes for Associations. “It slows things down and makes it very, very difficult to achieve consensus.”

Many associations, she says, are recovering from expanding their boards in what was meant as a positive development to diversify them by adding designated seats. Instead, she believes, some boards just became bloated. One association board she works with recently decided to downsize from 55 members to 12.

John Graham, president and CEO of the American Society of Association Executives, says there is a growing trend toward shrinking unwieldy association executive boards, moving to groups no larger than 12-15 members. At the same time, many associations are looking at shrinking or eliminating board committees—especially standing committees—which can often clog up a board meeting with standard operating reports.

“We’re seeing more task forces instead of committees. When a task force finishes doing something, it goes away,” Graham says. “The idea is to have the board deal with strategy issues first.”

That philosophy was a major driver for the Alameda County (Calif.) Bar Association two years ago when it cut its Board of Directors from 15 members to nine, says Tiela Chalmers, the bar’s executive director.  Previous “automatic” appointments, such as the immediate past president and a member from the Barristers, were eliminated.

“It helps you enforce the idea that this is a policy oversight board, rather than a roll-up-your-sleeves-and-do-all-the-dirty-work board,” Chalmers says. “I really want the board members to get engaged in policy and strategy.”

Generational change prompts governance change

For many associations, the issue that is intertwined with governance is also one that hovers over their entire operations and direction: generational differences. Regarding bar association governance, it should be no surprise that the Baby Boomers (as well as the Traditionals/Silent Generation born prior to the postwar boom) who make up a significant chunk of association membership and leadership have different views from the Gen X’ers and Millennials coming behind them, association experts say.

Board size, board hierarchy, rules for meetings, and association operations all tend to be viewed differently by generations that “have never known life without technology,” says Sarah Sladek, CEO of consulting firm XYZ University.

As stated on the firm’s website: “Generations X (1965-1981), Y (1982-1995), and Z (1996-2012) have very different wants, needs, interests and expectations about work and life than previous generations—and thus far, very few organizations have been successful at engaging them.”

The notion that strict parliamentary rules can govern discussion, that it takes months or years to accomplish a project, or that age prohibits leadership is foreign to many in those generations, Sladek says—and associations need to respond to that.

“They expect their associations to be more responsive. They want things to happen faster,” she says. “When you’re talking 12 years of board service to become president, that doesn’t work anymore. That’s like a life sentence for young people. So many associations are so consumed with their traditions. Oh, my gosh—it’s time to let all that stuff go.”

Bar associations, she adds, also need to consider moving away from the notion that young lawyers sections should operate distinctly from the main association and from the idea that they get a lower or somehow different seat at the board of directors’ table.

“It’s a great idea for young lawyers to associate with their peers, but it backfires when they’re treated like summer camp kids for professionals,” Sladek says. “If they feel lost, they will disengage. We see a tremendous fall-off when they age out of these ‘young’ groups. [Associations] need to give young people a voice at the table and create a multigenerational organization.”

This move toward multigenerational, “competency-based” leadership is gaining more traction, according to Graham—albeit, with growing pains for all generations involved, he says.

“It’s a balancing act,” he says. “People need to see themselves in their governance. If they have a board that is providing real strategic direction instead of focusing on operating procedures, they will find it very refreshing.”

Alcorn got an idea of the challenges when she attended a conference with a Baby Boomer association executive, and there was a discussion of the need to involve younger people in more leadership positions. “She was visibly angry,” Alcorn recalls. “She said, ‘I had to wait 10 years to get this position. They have to wait, too.’ And I’m thinking, ‘No, they don’t!’ Leadership development is no longer chronological. It’s tactical.”

Balancing institutional knowledge, necessary changes

Byers agrees, although she cautions that associations still need to find ways to engage older members and combine their institutional knowledge with the needs of newer generations. That is also a concern for Chalmers—in fact, she is considering asking the board to reinstate the immediate past president seat.

However the board is structured, Byers says, difficult issues such as term limits for board members, declining law school enrollments, and collaboration with other bars and outside associations need to be seriously discussed and debated by bar leaders today.

“It’s easy for one board to leave problems for the next board,” she says. “But if we all sit around and do nothing, there aren’t going to be as many bar associations as there are today.”

For Chalmers and others involved in association governance, finding ways to grow and to effectively serve members remains a work in progress.

“I don’t know if we’ll ever reach a point where we’ll say, ‘We’re done,’” Chalmers says.