Looking for Consensus but Finding Division

Finding consensus on challenging issues requires deft handling and a flexible approach by the board chair.

 

by Dan Busby and John Pearson

 

A guiding principle is that when the board is making a decision,
the process should be fair, open, and recorded.[1]

Robert C. Andringa and Ted W. Engstrom
 

 

The board meeting started well, but the first issue on the agenda was a doozy. The ministry was about to launch a major building campaign and three fundraising consultants had submitted proposals. The building committee recommended one of the three firms but without much conviction.

After a brief discussion, it was obvious that the board was deeply divided on the issue. Liz and Rick squared off with passionate speeches, debating pros and cons. Alan and Bill took some cheap shots at each other. The situation was to the point where board members were squirming in their seats.

As one board member after another dug in their heels, uncertainty was written across the face of the chair. But with a motion and a second on the table, the board chair decided to proceed to a vote.

A novice could have predicted what would happen next: a split decision. Eight voted yes and seven voted no. While the motion carried and Robert’s Rules of Order was followed, the matter had clearly not been handled well. The remainder of the meeting was tension-filled. Not only did the board fail to find consensus, they didn’t even find common ground.

Conversely, a colleague tells a story with a much happier ending. Their ministry board was considering the acquisition of a major piece of real estate for a new facility. The matter had been on the agenda for more than six months. Every angle from zoning to parking to the mortgage had been carefully analyzed. There was a motion and a second to move ahead with the acquisition. The board chair then went around the table and asked each member to share their feelings on the acquisition. Everyone was ready to move forward except Roger who said he was not comfortable about proceeding.

The board chair could have moved to a vote and the issue would have passed. But he discerned it would be wiser to table the motion until the next meeting. Over the next month, the board chair met with Roger several times to discuss Roger’s misgivings. By the time the board met again, Roger had reached a comfort level with the property acquisition and the issue passed unanimously. The result: the board moved to a stunning level of congeniality and even consensus—thanks to the grace-giving way the board deliberated on this significant decision.

What do these two stories tell us? Being the board chair is an extremely challenging task. And there is not one right way to handle every item on the agenda.

Your ministry’s bylaws may provide guidance on how the board reaches decisions. Or, it may simply say that the board must follow Robert’s Rules of Order—a process with which few board chairs or boards are fully conversant.

You have heard the terms consent agenda, unanimity, simple majority, and super majority. Inherent in all of these terms (which are discussed in more detail below) should be a desire to find consensus—a word that is often not well understood. Merriam-Webster defines consensus as, “general agreement or unanimity, the judgment arrived at by most of those concerned, or group solidarity in sentiment and belief.”[2] Consensus is a spirit or sense of the board. It is not a formal action. It is a process that seeks widespread agreement among group members. Unanimity is one possible result of the consensus process.

Determining if there is consensus on a particular agenda item before a vote is taken is often an excellent approach. After adequate discussion, the chair asks, “Is there consensus that it’s time to vote?” This is a signal: If you have more to add, speak up! At times, a red or green straw vote card may be used to indicate consensus.[3] “If you are ready to vote, hold up your green card; if not, hold up your red card.”[4]

The bottom line: your board needs to find a way to reach decisions peacefully, thoughtfully, fairly, and openly. To avoid the wounds of division, your board should agree on the best way to reach consensus. Here are three approaches:

  • A consent agenda. Routine items can be grouped under one agenda item, termed a consent agenda. These items might include approving the minutes of the previous meeting, committee assignments, committee reports, and the like. Using this approach, the board chair entertains a motion to approve all of the items in the consent agenda. Agenda items upon which the board is unlikely to quickly reach consensus should not be included in a consent agenda.
  • Unanimity. It is rare for boards to require unanimity (100% agreement) on all actions. The danger in requiring unanimity is that one person can block an action and allow a decision to simply be endlessly kicked down the road. “The practice of required unanimity tends to silence those who would otherwise take a different view unless they think it is of critical importance. Others may feel unspoken pressure to go along with the perceived majority at the time of voting only to feel like a hypocrite later.”[5]

While reaching a unanimous decision is a positive accomplishment, most boards realize that it is acceptable for one or more members to dissent from a decision.

  • Simple or super majority. Most boards make decisions by simple majority. However, the constitution, or bylaws, or your Board Policies Manual may require more than a simple majority for certain actions, such as the purchase or sale of property. A so-called super-majority usually requires a two-thirds or three-fourths affirmative vote of the board.

To reach consensus peacefully, thoughtfully, fairly, and openly, leverage the five keys:

  1. Right purpose. The board must always start and finish with the Colossians 3:17 test: “And whatever you do, whether in word or deed, do it all in the name of the Lord Jesus giving thanks to God the Father through Him” (NIV).
  2. Right people. Unless the right people are around the board table, which involves board selection, orientation, and ongoing training, the seeds are sown for division in the boardroom.
  3. Right board chair. When it comes to finding consensus, the chair is the key person. (In 16 percent of ECFA boards, according to our research, the CEO is also the board chair, but we do not recommend this approach.[6]) For more insights, read David McKenna’s masterful book, Call of the Chair: Leading the Board of the Christ-centered Ministry.[7]
  4. Right agenda. A well-planned agenda goes a long way for achieving consensus. Putting the right issues on the agenda at the right time requires discernment.
  5. Right approach. There is no single right approach for every agenda item in every meeting. Sometimes, while the board meeting is in progress, the chair will sense the Holy Spirit’s leading—and call a holy time-out. This might require setting aside usual parliamentary procedures and functioning as a committee-of-the-whole (the board operates as a committee under informal rules). It may also involve prayer!

 

BOARDROOM LESSON
_______________________________

Glorify God in your board meetings by achieving consensus when possible.
God-honoring decisions can be made peacefully, thoughtfully, fairly,
and openly—when you have the right purpose, the right people,
the right board chair, the right agenda, and the right approach.

  Board Action Steps:

  1. Reflect: When divisions have occurred in your decision-making, how has your board chair addressed them?

  2. Review: Discern how the board can improve its decision-making processes and foster greater congeniality towards reaching a consensus .

  3. Re-visit: Periodically re-visit the consensus-reaching and decision-making processes and make adjustments as necessary.

 

Prayer

Lord, thank You for giving us the Holy Spirit
who guides us in making our board decisions. Amen.

 

 

[1] Robert C. Andringa and Ted W. Engstrom, Nonprofit Board Answer Book: Practical Guidelines for Board Members and Chief Executives (Washington, DC: National Center for Nonprofit Boards, 1997), 150. (Note: NCNB is now known as BoardSource.)

[3] Dan Busby and John Pearson, ECFA Tools and Templates for Effective Board Governance: Time Saving Solutions for Your Board (Winchester, VA: ECFAPress, 2019), 243-46.

[4] Andringa and Engstrom, Nonprofit Board Answer Book, 151.

[5] Ibid.

[6] ECFA unpublished 2019 research.

[7] David L. McKenna, Call of the Chair: Leading the Board of the Christ-centered Ministry (Winchester, VA: ECFAPress, 2017).

 

From More Lessons From the Nonprofit Boardroom: Effectiveness, Excellence, Elephants!, 2019, www.ECFA.org/KnowledgeCenter.


This text is provided with the understanding that ECFA is not rendering legal, accounting, or other professional advice or service. Professional advice on specific issues should be sought from an accountant, lawyer, or other professional.

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