You might be surprised at the range of decision-making methods used by nonprofit boards. Some follow Robert’s Rules of Order to the letter, while others take a less rigid approach to the governance process. Whatever the voting process used, spell it out in the bylaws and make sure it is fair and open and calls for decisions to be recorded.
Many small decisions such as meeting locations, agendas, advance materials, and board reports are made legitimately for the board by the board chair or the chief executive. For policy and governance decisions, boards may take one of the following approaches.
Simple majority vote. In this classic method, the chair either asks for a voice vote, declaring his or her sense of the majority subject to objection, or asks for a show of hands. Even when a vote seems unanimous, the board chair should guard against rattling off, “All in favor say aye; all opposed no; the ayes have it; the motion is passed” without ever looking up from his or her notes. Even quick, unanimous votes should reflect legitimate agreement after much discussion of the options.
Supermajority vote. Some decisions amending the bylaws, firing the chief executive, or approving real estate transactions, for example require more than a simple majority. Sometimes the preference is for two thirds, sometimes for three fourths. The bylaws might outline other important decisions that should require a supermajority.
A related question is the definition of a quorum. A quorum requirement of only one third of the board members, followed by a simple majority, enables very few board members to make decisions. At the opposite end of the spectrum, a two thirds quorum might be required for important business such as hiring or firing a chief executive.
Consensus. This word has numerous interpretations. It is not synonymous with “unanimous decision” or “compromise.” Technically speaking, consensus is a tedious, time-consuming process that phrases and rephrases a decision to eventually satisfy all of the parties involved. True consensus requires high-level facilitation skills and the patience to craft numerous iterations of the same decision or resolution. At the end, all participants feel comfortable they can live with the decision.
A consensus can also be used as a condition for taking a vote. After what he or she thinks has been adequate discussion, the chair might ask, “Is there consensus (total agreement) that it’s time to vote?” That is a signal for those who have been holding back to have their say.
Unanimity only. Some boards, especially some in particular religious traditions, believe it is important to reach unanimity before finalizing any board action. To succeed, this approach requires the support of a special culture. The spirit of this approach is admirable, but it rarely works well. First, some would argue that the whole reason for having a group of nine, fifteen, or twenty-one board members is to bring a diversity of views to the table. The practice of required unanimity tends to silence those who would otherwise take a different view. Others may feel unspoken pressure to go along with the perceived majority at the time of voting, only to feel like a hypocrite later.
In most board cultures, unanimity is not typical. In fact, if all of its decisions are unanimous, a board probably has other problems such as uninvolved board members or confusion about roles and responsibilities. A board can still enjoy unity while encouraging board members to speak and vote their true conscience. In other words, a board can have unity without unanimity on all votes.
Some boards use a mix of approaches: they might require a majority vote on routine matters, a supermajority on some issues, and unanimity on the most critical issues.
Open Voting Versus Secret Ballot
In most cases, open voting is preferable for nonprofit boards. Even when a board goes into executive session, its members still see who votes how. This approach creates trust over the long run. One exception, on some boards, is the practice of choosing board officers by secret ballot.
SUQQESTED ACTION STEPS
1. Board chair, ask your legal adviser to suggest how the bylaws could reflect good decision-making practices that others use.
2. Board chair, put the topic of decision making on the agenda for the next meeting of the governance committee.