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A best practice for chairs is to help the board look at the big picture while still having a specific opinion.
At the September 2018 Board Chair Development Seminar, we asked the more than 60 attendees from all over the United States and Canada to share with us whether their board chairs voted on regular matters.
By a show of hands, a slight majority of the attendees said their chairs do not regularly vote during board meetings—except to break ties. In fact, one leader indicated that his CU had placed this prohibition against voting by the chair—except in the case of ties—into its governance policy.
A number of chairs were quite passionate about refraining from board votes. Their passion appeared to flow from a strong desire to ensure that they not exert any undue influence over their colleagues on the board. For others, the abstinence (unless in the case of a tie) was a strong belief that the practice supported key values of a chair’s impartiality, as well as his or her primary role as a fair and balanced facilitator of board processes rather than a participant in them. Another attendee suggested that his CU’s current practice was based on Robert’s Rules of Order, a widely used reference for meeting procedure and business rules in the English-speaking world.
What Does Robert’s Rules Say?
While most leaders of credit unions that use Robert’s Rules believe they understand them, few have genuinely studied them. That is because the guidelines in the book are amazingly complex and intended to be a reference book for “an answer to any question of parliamentary procedure that may be met with,” according to one of the many editions, Robert’s Rules of Order Newly Revised in Brief. Even the Robert’s Rules Association admits the overload of information in the guide: “At least 80 percent of the content [of the most recent version] will be needed less than 20 percent of the time.”
Notably, the position of Robert’s Rules of Order Newly Revised in Brief on board chairs voting is clear. They can vote on all matters coming to the board: “If the President [Robert’s Rules also explicitly recognizes “Chairs” to be the same as “Presidents”] is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. So, in meetings of a small Board (where there are not more than a dozen Board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member.”
We agree that chairs should not “unduly influence” their colleagues, but simply voting on board matters does not constitute undue influence.
Impartiality is also important for chairs as they facilitate board meetings. But, let’s be clear about what impartiality really means.
Merriam-Webster states that “partial to” or “partial toward” someone or something is to be somewhat biased or prejudiced, which means that a person who is partial really only sees part of the whole picture. Thus, to be impartial is to try to see “the whole picture.”
To allow everyone to see the whole picture, it is incumbent upon your credit union’s board chair to remain unbiased, fair and unprejudiced in his or her facilitation of the meeting. This doesn’t mean that at the end of the dialogue, your chair isn’t also a full-fledged member of the board with his or her own beliefs, perspectives and ideas.
So, how then do you reconcile the board chair voting and maintaining his or her impartiality?
The answer lies in the important difference between the actual content of the matters being discussed and the impartiality and fairness of the facilitation process utilized to transparently discuss the content.
As such, a board chair’s impartiality isn’t about him or her not having a personal opinion, it’s about him or her not wielding authority in a biased, unfair or prejudiced manner that only forwards his or her own perspective. A board chair has one vote like each and every one of his or her colleagues (except, like all of the other members of the board, in the obvious case of a personal conflict of interest or when there is insufficient information to make an informed decision), but we would be naïve to suggest that the chair position carries with it no persuasive influence. Accordingly, he or she must work diligently to facilitate the board meeting (or voting process) in a way that allows all voices to be genuinely heard, whether or not they agree with the majority’s—or chair’s—point of view.
Remember to be careful out there ... the mark of a true leader is the capacity and will to rally other people to a common purpose and a character that inspires confidence and trust. It’s the ability of a leader (such as a chair) to inspire followership over the long haul. It’s not that a chair must ensure that everyone falls “into line” behind a single, unanimous vote, and it’s certainly not the ability to ensure that everyone on the board always votes in agreement with the chair. Ultimately, it’s the ability of a chair to be both an effective board member—with his or her own thoughts and opinions—while simultaneously, fairly and impartially facilitating an appropriate discussion. That is one mark of a truly great board chair.
Steps to Consider Taking
So, what can you do to balance your chair’s right (and fiduciary duty) to vote with the need to maintain impartiality and encourage open dialogue? Consider the following:
- Elect individuals to the role of chair who can be fair, objective facilitators. This may be easier said than done. But it’s important. Many credit unions have simply adopted a rolling officer succession plan. Don’t. Be thoughtful about who you put into such leadership positions as the chair.
- Ask the chair to share his/her thoughts at the close of the discussion, not at the beginning. This may take some diligence on the part of the chair. But it can be done, and once it is done regularly, it can and should become part of your credit union’s meeting culture. It is often a good practice for the chair to also try to fairly summarize the key points of the dialogue before a vote is taken—particularly if it has been an extended discussion.
- If you are concerned about undue influence, consider casting votes privately to limit the influence of the chair—as well as any other board members.
- If the vote is not a private ballot, the chair’s vote should be rendered last. Again, board meeting cultures can change. It might take time, but if your chair hasn’t been casting a vote, a shifting of this type may be easier to make than you think. cues icon
Michael Daigneault, CCD, is CEO of Quantum Governance L3C, Herndon, Virginia, CUES’ strategic provider for governance services. He has more than 30 years of experience in governance, management, strategy, planning and facilitation, and was executive in residence at CUES Governance Leadership Institute.
Caitlin Curran Hatch is a senior consultant at Quantum Governance. She has more than 30 years of experience as a business executive, general counsel, director and corporate officer and has served on numerous boards. Download a whitepaper related to this article.
