Blog: Boards of Directors

Why a Policy for Making Decisions?

How often have you heard Board members assert that they’d made a decision, when they really hadn’t — all they had done was talk about a topic for a long while?

Or, how often have some Board members or the Executive Director asserted that a decision had been made, but other members didn’t remember making that decision at all?

Or, how often had Board members made a decision by a majority vote, but the members in the minority claimed it was “not their decision”?

First, a Necessary Prerequisite for Good Decisions

For good decisions to be made about a topic — and for all to recognize that indeed a decision had been made, the organization should have:

• Sent out the Board meeting materials well before the meeting
• Put the topic on the meeting agenda
• Listed the type of action needed for the topic, e.g., a decision needs to be made
• Associated a specific amount of time in the meeting to address that topic

Sample Procedure to Make Formal Board Decisions

As long as a quorum of Board members is present in the meeting:

1. Board members discuss/debate and then decide within the time allotted on the agenda.
2. Consensus is attempted within that time.
3. If consensus cannot be achieved, then a seconded motion is sufficient to call a majority vote to delegate to a committee to gather more information by a certain time frame.
4. If delegation is not selected by a majority vote, then a seconded motion is sufficient to call a vote about a certain suggested outcome of the decision.
5. The decision outcome goes to the majority vote.
6. The decision is documented in the next issue of Board minutes.
7. In the future, all Board members must support the decision – they must speak from “one voice.”

What do you think?

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Carter McNamara, MBA, PhD – Authenticity Consulting, LLC – 800-971-2250
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