photographers, visual artists, and many others from across Canada.
Each of these members associations had the right and opportunity to put forward one (or more) of their members’ names for election. Each had their own distinct perspective and a voice of equal value at the table. But you can imagine that the needs and opinions of a large multi-national publisher would be significantly different — and in many instances, diabolically opposed — from that of an independent freelance writer or photographer. That’s where the biggest challenge comes in: respecting — and when necessary or appropriate, accepting — different points of view from around the table.
Although you may disagree with the opinions of another director, or dislike the way they do business or represent themselves in their industry (or community) in which they are operating, you must put personal or ideological differences aside and remember that your role as an unbiased and ethical director comes before all else when you are sitting at the board table.
You must also keep in mind that each member of the board had been nominated by his or her member association and was then formally elected by the members of the collective as a whole to sit on the board. It is at that point that each elected director must check his or her unique hat at the door, and once inside, don — with unfaltering commitment — the hat of the collective they are now representing publicly and within the organization.
That is not always an easy task. We are all human, and on occasion it becomes difficult (if not impossible) for each of us to remember that, first and fore most, we are functioning as directors of the board of the mother organization and not as biased special-interest individuals (be it writers, publishers, painters, or whatever walk of life the director may be coming from).
Which brings to mind another delicate point: declaring a conflict of interest. When you sit on a board, from time to time an issue may come to the table about which you have privileged knowledge due to family or business ties or from being an “insider” to the issue for any reason.
If your vote on an issue that is before the board will financially benefit you, your family, or your business, you must excuse yourself from the room during any discussion on the matter and be excluded from the vote. You may be consulted for background information on the issue, but you should not be a party to the decision-making discussion surrounding a motion of the board. If a potential conflict of interest situation presents itself, you must declare it openly and immediately. Even if you are unsure as to whether the situation does indeed represent an actual conflict of interest, you are better to fully disclose it before a difficult or delicate scenario results. Ask that your absence from the discussion and abstention from the vote be included in the minutes of the meeting to ensure that no unfounded allegations can be made against you, the board, or the organization.
On board matters, it is always important to be proactive as opposed to being reactive. That means speaking up before you’re boxed into a corner and before any accusatory fingers get pointed in your direction.
Does Size Matter?
Board size can be a delicate subject. Although some may shriek at or question the necessity of a board with as many as eighteen members, in my experience, size does matter, and a larger board is often to the benefit of the membership.
An organization I formerly served had been carefully considering shrinking the size of its board over time, and even outside consultants had recommended that we should do so on more than one occasion. But whenever a vote was taken, the will of the majority of the board, and ultimately the members of the organization, was clearly to maintain the status quo.
Had we reduced the number of directors on the board, whose voice(s) would have been lost? Whose interests would be ignored because their segment of the industry no longer played an active role in the decision-making process?
I hear you. You’re saying, “But I thought you said that directors were not supposed to vote based on their individual beliefs or the beliefs of their organization.” That is true; however, you will find that often decisions for the good of the whole are made from hearing different perspectives (sometimes repeatedly), considering a variety of alternatives, and reaching consensus on what is best for the organization in its entirety. That can only happen with effort, over time, and if a diverse representation of voices is present at the policy-making table.
In my opinion, shrinking a board reduces the number of perspectives shared around the table, and in the end, if a larger board is working effectively, why “fix what ain’t broke?” In search of a second opinion on this important topic, I spoke to Michael OReilly, past president of the Professional Writers Association of Canada (PWAC), co-chair of the Access Copyright board, and newly elected national president of the Canadian Freelance Union (CFU).
OReilly has sat on many student and community boards and seen how they work from the inside. Alternatively, he has worked as a journalist covering political affairs and has seen boards function — and malfunction — from an observer’s point of view. “I think the challenge with board size is the rightsizing of the board. A size that may be good for one organization may not be suited to another,” he says. “It depends on the scope of the tasks that the board is faced with. Some boards face such diverse issues that having diverse voices and backgrounds around the table becomes essential.”
He admits that logistics and the organizing of tasks may be more challenging with a larger board, but the positive side of that argument is that larger boards often produce better and faster results, as there are a greater number of hands available to get things done more expeditiously. “There is no simple answer,” he says. “You need to find the balance that helps you achieve things. And it is important to remember that the driving force is not the number of people on a board. The driving force is the needs of the organization.”
OReilly also points out that regional representation is essential for certain types of organizations, particularly grassroots associations where diverse challenges from region to region strongly affect the opinions of directors originating from the various geographical regions: “Having regional representation on a board can certainly increase buy-in from the membership. It may not be necessary or suitable for all boards, but it is certainly my experience that it can be invaluable to some.”
I wholeheartedly agree with that. Those of us coming from outside of central Canada have often felt excluded from the decision-making process of some larger organizations. We have, on occasion, been made to feel like disadvantaged second cousins or unwanted children in a large family.
Regional representation helps counteract that feeling, because our votes count just as much as those of someone from “the centre of the universe.” Boards that allow for and encourage regional representation can therefore be considered to be more democratic. As OReilly mentioned, they may not be entirely appropriate for all organizations, but they are well-suited to most.
The resounding theme to remember is that no one size or board formula will fit every organization. “The goals of the board or organization will determine what criteria should be in place for board member participation and these guidelines should be well publicized so that all qualified people will feel free to apply or show their interest,” says OReilly.
Tips for Board Members
