When Boards Disagree

Being a board member means taking accountability as a group – even if you personally do not agree with a decision.

This is called the principle of collective responsibility, and it ensures that the board acts as a unified body and maintains a united front once a decision is made, even if there are internal disagreements.

What then can an individual do to air and record their objections in a healthy and constructive way?

Firstly, we need to understand that the best time to influence a board decision is before the decision is made.

Many directors opt to keep quiet in the meeting, only to begin voicing objections or seeking to overturn the decision after the fact.

Unless there is a material reason that only came up later, this is usually unfruitful.

Try to record your objections in the formal board sitting prior to the fact.

This is done by formally requesting your objections to be reflected in the minutes. It is highly advisable to clearly state your reasons and provide details thereof. It is also recommended that you propose an alternative way forward if you are in a position to do so.

However, the most important aspect of this topic is that we must make sure we use this recourse honestly and sincerely, and not as a means to derail the process or express personal dissatisfaction.

We need to know the difference between objecting and disagreeing.

Objecting is when you have strong, material reasons and are in firm opposition to the way forward, whereas disagreeing is when you personally hold a different view.

In my experience, a skilled director must be able to healthily disagree individually, but support the collective view – unless the objections are material.

This is the fine line experienced directors must tow.

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