Board Vote Process
Think back to that discussion that went so badly in a board meeting. Afterwards, you mentioned to someone that you didn’t agree with the board vote. Your fellow board member said that she didn’t either. She told you that she voted in favor of the motion because there was so much pressure. You agreed with her that it would have taken forever to overcome the passionate arguments in favor of the action. You both just gave up. In talking to others you begin to realize that the majority of the directors disagreed, but the motion passed anyway. Can you imagine that?
Why is it that we have all experienced decisions being made by a group that do not reflect the thoughts and decisions of the individuals within a group. Here are some common reasons why this happens. Can you identify with any of them?
1. One or more members of the board dominate the discussion during the meeting. They speak more with emotion than with reason. People feel intimidated and belittled. The Chair allows it to happen or can’t control it.
2. A small group has already made a decision in a meeting before the board meeting. They manipulate information in such a way that the board doesn’t have the full picture. Pressure is applied to trust those who have already looked into the matter.
3. The Chair has a personal agenda. Instead of relinquishing the chair at the beginning of the agenda item, he uses his position to jockey the decision around to his way of thinking. No one calls the Chair on his inappropriate behavior.
4. The material has been sent out beforehand, but the preparation by the board members is so poor that too many are embarrassed to speak to the matter. They aren’t comfortable with the discussion, but they have disqualified themselves.
5. The CEO has surprised the board with a new recommendation. Instead of giving the board information that includes alternatives and both strengths and weaknesses, allowing the board to make an informed choice. Without having the recommendation ahead of time, the board rubberstamps the CEO’s idea.
6. The shy board member who has deep insights and is always prepared does not speak up. The Chair fails to insure that all board members have contributed to the discussion. Our quiet board member’s insights are never heard.
Process. Process. Process. These are the three most common factors that, when they are lacking result in a group making decisions with which the individuals in the group disagree.
A good board vote process that results in decisions of quality is the responsibility of the Chair. I would say that almost every time a board makes a decision that most of its members don’t personally support, the Chair has failed in his or her responsibility to lead the process. There are more examples of poor process than the six that I have mentioned above.
It makes little difference, in my view, whether the Chair abuses his/her position or whether the Chair simply lacks the competencies required to be a good chair. The result is the same: poor process and flawed decisions.
Both dysfunctional types of chairs should be retrained, redirected or removed from the critical chair position through the annual review process. (This process should be both required and directed by board policy. It should not be left to the chair to initiate.)
Incidentally, among the twenty competencies required by all board members, the two in which every board chair must be strong are objectivity and process.
Here is a checklist that a board chair can use to assure good board vote process.
1. Ensure that the item has been included on the agenda and supported by information in the board packet that was provided at least a week before the meeting.
2. Ensure that all board decisions, wherever possible, consist of choices, not recommendations.
3. Avoid taking a position on the issue without relinquishing the chair before the agenda item begins and return to the chair only after the matter is decided.
4. Ensure that the motion is clearly presented in writing and understood by the entire board. Handle any amendments or substitutions in the same manner.
5. Ensure that no individual or group dominates the discussion and that every board member is heard.
6. Encourage issue-oriented debate and disallow personal attacks. Call a recess to cool things down if necessary or delay the matter till the next meeting.
7. Attempt to achieve consensus through discussion rather than settle for a simple majority.
Process. Process. Process. It’s a beautiful thing when it happens, but it doesn’t happen automatically.