What if a board member opposes a board decision?

Disagreements within the boardroom are proper and expected, as long as everyone models for one another how to disagree agreeably. Board members need to separate the policy difference from the person. How a board member expresses disagreement is often more important than the difference of opinion itself. But once everyone has had a fair chance to debate the issue, the board should act, and those in the minority should stop airing their objections.

Following are some reasons for which board members may disagree:

Lack of clarity. An issue that was never expressed clearly is subject to different interpretations. The solution is to redraft the resolution or policy so that any reasonable person will interpret it correctly.

Lack of guidance. One persistent board member may keep insisting on developing a board policy on some important matter. Maybe the chair or chief executive has resisted board action. Usually, open discussion will resolve this problem, with either the matter being delegated to the staff or the board taking action.

Reluctance to challenge. If the staff is not adhering to a board decision, a board member may question why the board is not willing to hold the chief executive accountable. The board should listen to any modification the chief executive recommends, then make a decision that the chief executive is expected to honor.

Lack of monitoring data. Perhaps the board never defined how to monitor the effectiveness of a particular decision, leaving it subject to interpretation. As a result, some board members think the decision is wrong while others believe it is correct. The solution is to gather solid data so the board knows it already has made a good decision or understands that modifications are needed.

Pressure from a donor board member. A major donor who insists on having his or her way may threaten to stop giving. If the donor’s request is in conflict with the organization’s mission, the board chair will have a clear answer. In other situations, the board chair must explain the board’s rationale for rejecting a donor’s request.

Good Principles

From time to time, the board should review these decision-making principles:

Once elected, every board member should think and act for the good of the whole.

Different points of view should be encouraged at the time an issue is being discussed.

When everyone feels that the discussion process has been fair and complete, the board chair calls for a vote.

The majority determines the board’s decision, and everyone is obligated to support the decision.

If a board member continually violates these principles, the chair should remind him or her of the duty of loyalty, which obligates board members to act in the best interest of the organization as a whole .

Difficulties arise if a board member takes the disagreement public. Once the board has acted, every board member must fairly represent the will of the board even if he or she personally disagrees with the decision. Continuing to argue one’s minority view outside the board meeting with staff members, donors, or others is out of bounds. Board members must understand that the organization will not tolerate this behavior, and the board must be willing to apply the ultimate sanction termination of membership if a board member does not comply.

Divergent opinions on a board are good but ultimately boards must speak with one voice.

SUQQESTED ACTION STEPS

1. Board chair, schedule a ten-minute discussion during a board meeting on the topic of dissenting votes and why they might occur.

2. Board chair and chief executive, if particular board members often oppose legitimate board actions, discuss who should do what, how, and when to address the issue.