If you listen to conversations about governance, inevitably someone will refer to a board as “they.” For example: “The board indicated that they want to see more information in our reports.” I suggest that the language needs to change. Instead of “they,” the board should be thought of as an “it.”
Before you think that I’m launching into a grammatical lesson, let me assure you that I’m among the least qualified to do so. And, if you think I’m being too impersonal, just know that I have the utmost respect for those good souls who provide their time to serve on boards, often as volunteers.
Yet there is something to be said for distinguishing the board from the board members. They are not one and the same.
If your board is like most, majority rule determines most board decisions, except those in which legislation, bylaws, or your parliamentary authority require a super-majority. For a decision that requires a majority for adoption, a vote of 5 to 4 carries the same weight as a vote of 9 to 0.
If that decision directs the CEO, then she has the same obligation to comply, regardless of how heavy the majority might be. She serves the board as a whole; not select board members.
I often wonder why minutes will record a decision as unanimous. Perhaps it sends a political message to some other group of stakeholders. But what then is the implication if a vote is not unanimous?
To be clear, the board’s authority as a whole does not absolve board members from their individual legal duties. If a board member votes without adequate understanding, that might not go so well for him in a court of law. As well, if a board member is voting in a manner that takes personal advantage of her position when she does not have such a legal entitlement, even the organization’s directors’ and officers’ insurance might not cover her liability. Board members should make independent, informed decisions. On occasion, a board member might also require that the minutes record his opposition to the prevailing vote to protect himself from legal repercussions.
However, once the board has decided, the board(it) has decided! The combination of votes has determined the outcome and, from that point on, board members must respect the legitimacy of the decision even though some may have voted against the decision.
This does not prevent board members from speaking about how they voted. Indeed, for some boards which meet in the public eye (e.g., town councils, school boards), the votes of individual board members are tweeted out by the media before the meeting is done! Respecting the legitimacy of the board’s decision simply requires that board members not undermine the board’s decision. Those that don’t, simply don’t get it!