What form does a business take when it is founded? If the business is for-profit, it can take the form of an LLC, a Corporation, or it could be a sole proprietorship. That’s not to mention the many variations available of each of these forms. There could be a partnership involved, or the corporation could offer shares of ownership on the open market, or it could be employee-owned.

But if it’s a nonprofit organization, there is only one path. Back in {{ checks watch }} some distant year in the past, policymakers and practitioners determined that it is in the public interest that all nonprofit organizations be governed by a board of directors. When you consider the many circumstances under which modern-day nonprofits are formed, it’s no wonder some (including yours truly) consider this model outdated. Take, for example, Vu Le’s post from a few years ago on the toxicity of the default model for governance:

We have been in denial about the destructiveness of our sector’s default board model. Over the years, we have developed a learned helplessness, thinking that this model is the only one we have.

Vu Le, Nonprofit AF

Le’s post is really good, and it offers a few decent ways to comply with the letter of the law. Really, most of the solutions boil down to the idea that a nonprofit board of directors does not have nearly as many legal obligations as a lot of practitioners would have you believe. Therefore, why not have a small, minimum viable board to engage in only those few obligations?

An organization formed in 2016, the National Association of Nonprofit Organizations and Executives (NANOE) offers a series of very unconventional ideas, including the outlandishly heretical idea that board members should be paid. This video offers a summary of the organization’s ideas:

Generally, I’m not uncomfortable with the ideas expressed by Vu Le or NANOE. They are both correct to point out that the basic, default model of nonprofit governance is fundamentally broken. And this calls for a lot of brainstorming and unconventional thinking.

Here’s where I feel a sense of discomfort: many discussions of nonprofit governance lean toward the idea that there should be only one set of “best practices.” There’s very little (if any) accounting for the fact that nonprofit organizations exist in a wide variety of sizes, missions, and circumstances.

The default nonprofit model — not to mention, the general culture in the nonprofit world — tends to push organizations toward conventional and conformist thinking. It’s a very strange state of affairs for a nation whose culture otherwise values innovation and entrepreneurship. Despite repeated calls for reform going back to at least 1998, philanthropy still gets hung up on rigid ideas around governance.

Rather than prescribe some single model of governance, it would make more sense to ask the right questions and build a governance model that fits. Take the circumstances of your situation and propose radical ideas to think through the real purpose that governance is even meant to serve for the mission.

If an organization can reasonably expect to get the bulk of its revenues from a combination of sponsorships and earned income, then maybe it’s worth considering NANOE’s model of paying the board members. There’s no rule saying that an organization must seek grant funding from conventional foundations. So if you can afford to ignore those foundations, then you can afford to break their rules.

For most situations (to be honest) the ideas expressed by NANOE may be legal, but they’re also widely frowned upon. So take their ideas and all the ideas you brainstorm with a grain of salt. Try to poke holes in those ideas and consider whether you would be alienating those stakeholders whom you would depend on for support.

Your bylaws should codify the governance decisions you make at the outset. When you send your draft bylaws to an attorney, the attorney will very likely push back with some set of objections. You should hear out the objections, but you are not obligated to follow the attorney’s advice. If they attorney has specific objections — i.e., foreseeing undesired consequences — it’s worth putting in some effort to address those objections. But if the objections are more general in nature — i.e., the draft bylaws somehow stray from their idea of a “standard” set of bylaws — then your answer back is that the decision to stray from that “standard” is intentional.

Pay attention to what you ratify in those bylaws. Having that knowledge and understanding of them will help you ensure those bylaws are enforced early and often, before board members get into a habit of ignoring them. Courts take bylaws very seriously, and if no one else is willing to step up and enforce them, then it will be up to you. If those bylaws genuinely reflect the governance decisions you made intentionally, then you have even more reason to make sure they are followed religiously.

• Consider your organization, its size, stakeholders, mission, and other circumstances.
• Hear out not only the plethora of “best practices” advice that you’re sure to receive, but also the unconventional ideas, like those that Vu Le and NANOE have expressed.
• Brainstorm how the governance of the organization can best be structured to serve the mission.
• Turn that brainstorm into a set of coherent ideas on how to best govern the organization.
• Poke holes in those ideas so they can be refined.
• Write your new set of bylaws, and build a culture of making sure they are enforced.

You may feel a sense of urgency, especially in the early stages of the organization, and the bylaws may not seem important. But the bylaws you write and the culture you build around them could help you stave off a board coup before one even begins.