Before You Say Yes .... Doreen Pendgracs

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