View from the Board Chair: Governing by Consensus

By Robert Rabinovitch    //    Volume 20,  Number 2   //    March/April 2012

McGill University, a public institution in Canada, has a board composed of inside representatives (students, professors, administrators, and so on) appointed by various constituencies as well as independent members (alumni, donors, members at large). Over the years, the board’s size had become cumbersome; more than 40 members had voting rights and, at its peak, 72 members had speaking rights.

The potential for conflict was overwhelming, and yet the opposite was occurring. With so many participants, everyone was too polite. There was minimal debate and little real discussion. We board members were bored. We found ourselves simply being lectured to, and attendance at board meetings dropped.

When I became chair and a new president was appointed, we decided to undertake a fundamental review of governance—starting with the size of the board. But to shrink the board, while a laudable principle, meant that constituent organizations would have to lose some hard-earned seats at the table.

We knew that to have support and buy-in, we would have to develop a consensus in favor of the proposed change. If decisions are forced or dictated, they will be challenged and eventually undermined. Yet how to achieve consensus while taking away privileges?

First we established a fundamental principle: We would not rebalance the power of various constituent groups on the board; rather, we would be scrupulously fair and have each one take a comparable hit. If we reduced voting members by a third, every represented constituency would be reduced by a third.

That may sound logical, but it took a while to accomplish. It required lengthy discussions, lasting almost a year, with the various constituencies. Many of them considered themselves to be special and argued that they merited additional representation. For example, students contended that undergraduates, graduates, and students on different campuses all deserved their own representatives. Faculty groups made a similar argument, and we worked out a compromise: We reduced the number of faculty members directly elected but increased representation from the faculty senate. Other compromises, including increasing our initial objective of just 22 board members to 25 members, were required. Yet, in the end, we achieved our goal of a smaller, more efficient board, and we did it by consensus.

That is, in fact, the philosophy of our governing board: Negotiate, discuss, and take the time necessary to reach an accord. People often see consensus-building as opening the door to a lowest-common-denominator solution, which is the enemy of major change. But that will not happen if board leadership is strong, clearly defines its objectives, and sticks to them. Good consensus builders know where they want to go, lead the discussion accordingly, and recognize what compromises can be made without undermining the primary objective.

So what are the key elements of governing by consensus? Board leaders should:

  1. Clearly understand the objective and the secondary considerations.
  2. Know what compromises are acceptable and will not undermine the goal.
  3. Beware the tyranny of the minority. Don’t allow a few trustees to use the board’s general desire for consensus to frustrate and subvert the objective.
  4. Be willing—and be clear that you are willing— to abandon consensus and have a vote. This will discipline the discussion and moderate the demands.

Building consensus is crucial for good management of a college or university board. Most members are volunteers and must be kept active and engaged. If they feel that they are truly part of the decisionmaking process, it pays huge dividends for the institution. Even if individual board members have doubts about a decision, they will support it if they feel that their voices have been heard.

Finally, it is important to remember that a consensus does not mean that everyone agrees with the decision. Rather, it means that most people feel that they can, at least, live with it.

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