Board Member Loyalty
Written by Cathie Leimbach | start the conversation on this articleTo whom must a board member be loyal?
John, a new director on the national board, was surprised at the range of views on the restructuring proposal being discussed at today’s board meeting. The people in other parts of the country sure had a different perspective than his colleagues in the southeast! At the regional board meeting last week he had clearly heard that he was to vote for Option C in the restructuring proposal. He promised to do so and thus fulfill his responsibility to represent the regional organization that had appointed him to the national board.
John was surprised that nobody else was even considering Option C. The relative merits of Options A and B dominated the discussion. He had thoroughly explained why the southeast thought Option C was the best choice. Now he was listening to other ideas. He marvelled at the insights various board members shared. After considering the wisdom of the group he believed that Option B would move the national organization forward the most but he could imagine the harsh response from his regional colleagues if he voted for it. How should he cast his ballot?
When regional organizations select members for the national board, board members can feel conflicting loyalties. Although board members may feel a mental or emotional tug-of-war, their duty is straight forward. Which organization’s board meeting are you attending? At a regional board meeting you are wearing the hat of a regional board member and should vote for what is best at the regional level. At a national meeting you are wearing the hat of a national board member whose job is to make decisions that are best for the national organization, so you should vote for what is best nationally. Your responsibility to represent your regional organization is fulfilled by ensuring that all the national directors understand your region’s preferences. Exercising your responsibility to the national organization requires you to vote for what is best for the whole, not just your part of that whole.
What Can You Do?
1. Remember which organization’s board meeting is in session. Determine the decision that is best for that organization as a whole and vote accordingly.
2. Remember which organization selected you to represent them on the higher level board. Ensure that you speak up at the higher level board meeting. Explain your sending organization’s preferences and the impact other choices will have on your constituency. Sometimes one unique view sheds such a different light on the issue that the majority of decision makers change their opinion.
3. Remember that as a board member of the larger organization you must support all of its decisions outside of the board room, even if you voted in a contrary manner. When your regional or local colleagues ask how you voted, assure them that you shared their perspective but the board decided otherwise. Explain the reasons for the final decision and tell your regional or local board members that you support the majority decision of the board.
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About the Author
Cathie Leimbach is a founding partner in Strive!, a governance and leadership development firm that serves organizations across Canada and the United States.
