Board Chair – No Voice, No Vote

Does the Chair Have a Say?

Imagine that your board has just finished a long, involved and somewhat heated discussion on a matter of strategic importance. The board seems divided on whether the organization should take the opportunity of expansion or whether the new initiative should be delayed. At the heart of the issue is the degree of risk that board members can handle comfortably. The motion is made and seconded. The vote is a tie. What shall the board chair do? There is little doubt in your mind how the matter will be settled. You are well aware that the chair has been pushing for this particular project behind the scenes for some time. During the discussion the chair has spoken forcefully in favor of the motion. You regret not saying something about your discomfort with the process. After the meeting you hear other directors expressing disappointment in the outcome. The decision is made, but the board is divided.

The process described above occurs too often in boardrooms. Board chairs often speak for or against a motion. It is even assumed in some corporate cultures that the board chair should take the leadership in pressing for the initiatives that he or she supports. In some boards the board chair may even have two votes, one when the motion is called and a second if the vote is a tie.

The surest way to ensure that a decision will be flawed is to allow the chair to speak for or against the issue. Does that seem strange? Perhaps unfair? The chair, after all, is often a highly committed, well-respected person with much experience with the organization. In fact, many times the board chair is the “strongest” (read most authoritarian) person on the board who is elected to this position. To silence such a person seems a waste of wisdom and completely unfair to the person who occupies the chair.

In a group, decision-making process is everything. The only way that a group can make a decision with which the members of the board agree personally is to ensure that the process is open and free. Each member must have the freedom to express her/ himself and to vote without any duress. They should be open to information but immune to pressure and manipulation.

Two qualities in a board chair will help to guarantee a high-quality decision that the individuals on the board will support even after the meeting is over and when they have a chance to revisit their decision.

One is a commitment to process. That means that a board chair works to ensure that accurate information is available in generous amounts and on both sides of the issue so that risk can be calculated intelligently. Ideally that information has been made available to the members of the board well before the meeting. The chair expects members to come prepared. It also means that the chair will ensure that everyone speaks to the motion and that no one dominates, particularly not the chair her or himself.

A second quality is objectivity. It is surprisingly easy for a chair, even one with honourable intentions to influence the outcome of a decision by expressing one’s personal views on the matter. The chair is often in closer contact with the CEO than others and may be also be perceived to have more information than others. The same respect for the chair that resulted in his or her election in the first place may shift uncertain members of the board in the direction of the chair’s position, if that position is expressed.

The chair is the chief servant of the board, not the individual with the most power. In my view, it is unwise for a board chair to cast a vote at all, and most unwise to case a deciding vote in any but the most exceptional circumstances. Such a circumstance may be when the board has no choice but to make a decision even when that decision emanates from a divided board. Normally, it is wiser to let a matter die and to reformulate the motion for later consideration. Groups that proceed on strategic issues with divided commitment are far less likely to succeed. Chairs who “push things through” are weak leaders, not strong servants.

How does a board chair deal with strong personal convictions in a matter of importance to him or her? How does a board chair bring to the table information crucial to a quality decision – information that perhaps only the chair may have?

A board chair certainly may speak for or against an issue. The proper way to do that is to relinquish the chair to the vice-chair or another board member who can lead an objective process. The board chair should leave the chair before the agenda item is brought to the table and return after the decision has been made.

In summary, it should be said here that among the two most important are the ability to lead a process and objectivity. Strong chairs understand that their primary role in the decision is to lead a fair and objective process.

Les Stahlke, President/CEO
GovernanceMatters.com Inc.