The University of Virginia’s governing body found itself under some heat earlier this year when its proposal to silence board members from publicly voicing their dissent from board actions was made public. Ultimately, the proposed policy was abandoned and with good reason. But the broader issue of how to manage dissent on a board is worthy of discussion.
- Promote a board culture that encourages independent critical thinking and open dissent.
- Recruit individuals with consideration of who will thrive in such a culture.
- Develop the practice of productive discussion of issues (if appropriate, start with a non-controversial topic and a facilitator).
- Provide opportunities for a dissenting board member to make arguments against the board decision (if there’s insufficient time at a meeting for such board member to state all her or his arguments, allow for a written statement to be circulated to the board).
- Record dissents in the board minutes (but do not necessarily name the dissenting board members if they do not ask to make their individual dissent part of the record).
- Do not disallow public dissent but make sure board members weigh their freedom of speech against their duties of loyalty and confidentiality and acting in the best interests of the organization.
- Board members who dissent in public about a particular board decision or organizational direction should qualify such dissent by stating that it is their own viewpoint and, if true, that the board decision was made following proper procedures.
University of Virginia shouldn’t limit public dissent between board members – The Washington Post: The Post’s View
Proposal to quash dissent on University of Virginia’s governing board is abandoned – The Washington Post
Why Board Members Need to Dissent – The Center for Association Leadership
Carver Policy Governance Model FAQs including about speaking with one voice when members disagree (see Qs 7-9)
Why we shouldn’t always get along – BBC Capital