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1 Leave Your Hat at the Door

It’s flattering to be asked, and it can be loads of fun, and certainly very rewarding in a variety of ways, but before you say yes to joining a board of directors, there are many things you must consider, and much you should know.

Is this board right for you? Will volunteering on this board challenge you and enable you to grow? Will it indulge your passions? Will it be easy for you to keep your personal loyalties in check? Is there any possible conflict of interest for you to consider? These are all questions we will discuss in this chapter.

Only You Can Decide

Knowing when to say yes to an invitation to join a board is crucial. You need to make sure that you are joining the board that is right for you. There are many types of non-profit boards and they will appeal to different individuals with specific talents, interests, and needs.

Does your interest lie in education? Or perhaps sports, the arts, healthcare, social services, or Native issues? There are boards in all of these sectors that will incorporate these preferences.

“It’s really important to find a board that best feeds your passion,” says Gregg Hanson, a philanthropist and former CEO of Wawanesa Mutual Insurance Company who spends a good chunk of his time serving on various boards in both the corporate and non-profit sectors. Hanson currently serves on three major corporate boards in Manitoba, and is also chair of the United Way’s 2010 fundraising campaign and former chair of the Winnipeg Foundation. He offers some valuable advice to prospective directors. “What really excites you?” asks Hanson. “If you do what your passion is, and spend just one hour a week volunteering in that field, collectively, we could really change the world.” Hanson goes on to say that if you’re not passionate about an issue, don’t bother agreeing to serve a board that predominantly deals with it. It will be a waste of your time, create unnecessary frustrations for you, and not be much fun.

The experiences of seasoned board members have proven that the people who become the most fulfilled by board activities are those who have passion for the work they are involved in, and can ignite that passion in others. This enthusiasm becomes infectious and ultimately is a tremendous benefit to any organization. Choosing the right board is a very personal decision. Don’t let the interests or concerns of others influence you.

“Even though my daughter is an Olympian, I am not passionate about sports. So any board with a focus on sports would not work for me,” says Hanson. “And even though I love animals, I am much more concerned about social services for people. So sitting on the board of the Humane Society (SPCA) would be far better suited to someone else who is more passionate about animals.”

It’s important to choose a board that is compatible with your interests. It is also important to choose one that is in line with your abilities.

Nathalie Kleinschmit, a director with Global’Ease training and consulting services for non-governmental organizations, has worked with many boards: “It’s best not to ask people to do something as a volunteer that resembles their job because then it’s too much like work,” she says. “But yet, you must capitalize on their strengths and not assign them a task that is foreign to their nature. You want to help them grow.”

This is sound advice. It’s quite a balancing act to ensure that the volunteer task you are choosing or being asked to accept is challenging, but not beyond the reach of your abilities. Thankfully there are a myriad of boards for us to choose from. The key is to find the right home for your passion, skills, and enthusiasm. With the right fit, there’s no limit to what you can accomplish.

All for One and One for All

It’s a catchy phrase, and it really applies here. When you agree to sit on a board, you are acting as a representative of that organization, collective, or association. This means that the interests, needs, and goals of that umbrella organization must come before your own as well as those of the smaller organization or association that may have sponsored your candidacy as a director on a larger board.

It’s important to understand the transformation of a passionate individual, with unique needs and perhaps a limited scope of vision, to one who is an unbiased, ethical, and visionary director. This metamorphosis is an important and necessary component of the successful operations of any board.

I spent six years, from 2003 to 2009, serving as a director with Access Copyright, The Canadian Copyright Licensing Agency, established in 1988 as a collective of publishers and creators of intellectual property and visual arts. That was an interesting board to work on due to the fact that the board had eighteen members, each of whom had his or her own background and bias to contend with. This rather unique and complex board was comprised of representatives of large publishers, small publishers, trade-book publishers, educational publishers of textbooks and learned journals, as well as freelance writers, book authors, poets, playwrights, 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

Be impartial.

Be attentive.

Be well-informed.

Be innovative.

Be fair.

Be consultative.

Be courteous.

Be flexible.

Be loyal to the organization.

Be trustworthy.

Be a good listener.

Be there. Attend in-person and online meetings whenever possible.

The accountants among us may counter the argument to maintain or establish a large board by saying, “It’s going to cost the organization too much to maintain this board.” It is true that the costs associated with having a large board will increase the board’s operating costs. But it is worth the additional cost both to the organization and to its members only if each member of the board is participating to the best of his or her abilities. Each board member must contribute by attending meetings, by accepting challenges and responsibilities, by expressing his or her opinions when the need or opportunity arises, and by acting in good faith.

And remember: it is never wrong for a board member to have an opinion or rationale that reflects his or her unique background. That should be welcomed around the board table. But every board member must ensure that he or she attentively listens to the sentiments expressed by all fellow board members. And if an opposing view makes sense once you have heard the rationale behind it, feel free to change your opinion — and your vote. This has happened to me many times over the course of my twenty-five years serving on various boards. I have entered the boardroom with a specific take on an issue that will be discussed, but after hearing the arguments of my fellow board members, I have felt confident that their position on the issue was more logical, relevant, informed, or correct than mine. And I have not been afraid to admit it.

We all learn from one another. And showing respect for your fellow board members, acknowledging their differences, and accepting their views as valid will undoubtedly strengthen one’s position for a future date, as people tend to listen more carefully to someone they view as intelligent, well-informed, fair, and courteous. We get back what we give, and if we give others our unbiased attention and consideration, they are more likely to return the courtesy and perhaps change their vote to coincide with our own position on an important future issue.