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A BOARD OF DIRECTORS WITH NO VOTING MEMBERS?
By Eli Mina, M.Sc.

In a democracy, voting clout is usually based on "one member one vote", and a proposal typically requires a majority vote to pass. The situation is different in general meetings of shareholder companies and some non-profit societies where proxy voting is permitted (by statute or bylaws). In such settings some individuals carry more votes than others (based on how effective they are at collecting proxies). Still another variation is an organization with corporate members and a "weighted voting" structure, with the larger corporate member getting more votes (based on the size of its staff or budgets). All of this seems to make a lot of sense, but does it really?

As an advisor and instructor on voting and democratic decision-making, there are times when I find myself asking some troubling questions: Does democracy always work? Is the majority always right? Specifically, I sometimes ask:

  • If the "one member one vote" or "proxy voting" or "weighted voting" are followed to the letter and there are no voting irregularities, does this by itself guarantee the best collective decisions for an organization? What if the majority is driven by anger, fear, vindictiveness, or turf protection?
  • If Board members do not prepare for meetings and are essentially "pooling their ignorance", can they legitimize their bad decisions by the fact that "everyone else voted that way"?
  • If the majority is driven by politics, self interest or narrow interest, and pays only lip service to the mission and broad interests of the organization as a whole, does the fact that a majority voted in favor of a bad motion reduce the organization's exposure to risk? Does this make the waste of precious resources and the loss of important opportunities any less significant?
In a recent conversation with a colleague, I spoke about replacing the word "democracy" by the words "sophisticated, informed, principled, objective and responsible democracy". I wondered aloud how things would have been with an "outrageous" way of allocating votes. Suppose each member was given votes based on 10 criteria. Assume 1 vote per criterion, and a maximum of 10 votes per person (possibly even giving votes to those who are not bona fide voting members, like staff and visitors):
  • Operating from a solid base of principles and full knowledge of issues.
  • Coming to meetings fully prepared, having asked all technical questions in advance.
  • Always pulling one's weight and working as a member of a team.
  • Placing the group's mission and broad interests ahead of personal or narrow interests.
  • Having a healthy dose of suspicion, skepticism, and alertness to warning signs of trouble.
  • Having the courage to speak up and ask tough questions, at the risk of becoming unpopular.
  • Demanding excellence of others.
  • Knowing when to speak up and when to be quiet, listen and learn from others.
  • Creativity, innovation, and the capacity to think "outside the box".
  • An even temper, objectivity, and a solid commitment to serve ("Parking one's ego at the door").
I then asked my colleague: Would a majority vote based on the above weighted voting system be better for organizations? He laughed at me and said: "Under this system of voting, some Boards of Directors I know will not have even one voting member…"

How will your governing body and its members fare under the above system?



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Information about Eli Mina:

Eli Mina, M.Sc., PRP, is a Vancouver (Canada) based management consultant, executive coach, and Registered Parliamentarian. In business since 1984, Eli consults his clients on board effectiveness, chairing contentious meetings, preventing and dealing with disputes and dysfunctions, demystifying the rules of order, and minute taking standards. Eli's clients come from municipal government, school boards, regulatory bodies, credit unions, colleges and universities, native communities, businesses, and the non-profit sector.

Eli is the author of the newly published "101 Boardroom Problems and How to Solve Them." He is also the author of several other books and publications on meetings, shared decision-making and minute taking (see Eli Mina's Books at www.elimina.com ). Eli can be reached at 604-730-0377 or via e-mail at eli@elimina.com.


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