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Markkula Center for Applied Ethics

Dissent: A Missing Ingredient in Nonprofit Governance

Joan Harrington and Ann Skeet

Joan Harrington is assistant director of Social Sector Ethics and Ann Skeet is senior director of Leadership Ethics at the Markkula Center for Applied Ethics. Views are their own.

Unlike for-profit organizations, nonprofits have no owners. Their boards are self-perpetuating; that is, the board itself decides who it wishes to elect as members, unless the nonprofit has a membership body. Outside stakeholders, such as clients, donors, or community members, may not be represented on the board. This void makes dissent a critical aspect of effective nonprofit boards. Lacking outside pressures brought by elected status, boards can be plagued by groupthink and congeniality rather than deliberative discourse, including disagreements.

Introducing competing perspectives and working through them with some form of healthy, generative dialogue is one way that nonprofit boards can serve the charities they govern, insuring that boards have examined issues from the perspectives of various stakeholders who do not have a say.  

Nonprofits are delineated by the break they receive on institutional taxes and the tax break they offer individuals donating to support them. That advantage is conferred on them because their mission serves a specific public benefit. Commitment to mission is essential, therefore, since the mission represents the contract the nonprofit has made with the government to receive the tax break for itself and its donors. If there is no ongoing debate about mission integrity, the organization cannot fulfill its part of the contract.

The reasons people serve on nonprofit boards vary, and the primary reason may not be a deep commitment to the organization’s mission. People serve to support one’s profession; because one is a client of the organization; to find fulfillment as a volunteer; or build a social network around nonprofit connections. In new nonprofits, family and friends often support the founder by serving as board members. And some members do serve because of a deep commitment to the mission having been touched by it personally.

When board members are serving for reasons other than connection to the mission, they are more likely to engage in polite exchanges. Dialogue, to generate new results, requires some form of breakdown for parties to work through to reach a fresh, collective awareness on a topic.[1] But for many serving on boards, this conversational breakdown is uncomfortable. It can be considered disrespectful for board members to disagree or question staff or other board members. The board member who questions or voices dissent with a proposed direction can be tagged a “problem” board member, one who does not “get along well” with others. In fact, this board member might be serving his role most faithfully.

There is a range of responses to dissent in the boardroom. In our experience, however, the minority perspective rarely prevails, for a variety of reasons.

Board members may not be prepared to debate the topic, having not digested the materials for the meeting well enough in advance. Rather than pausing to provide due care and thoroughly examine a concern, it is more likely for the issue to be pushed through.

Another response to dissent is to claim the person raising a concern is crossing the line between the board’s role to govern and the staff’s role to manage the enterprise. The dissenting director may well be calling for a new policy or change to an existing one, which is well within the purview of the board.

Finally, resource constraints might be cited. If the dissenter asks for more information to explore the validity of her perspective, other board members can deem the request a waste of resources.

Most nonprofit directors are volunteers. If bringing forward a challenging question or minority point of view becomes uncomfortable, many simply resign and move on. When a dissenting board member is drummed out of the corps, the organization loses a valuable asset.

Healthy nonprofits anticipate this conundrum and actively work against it. We offer a few suggestions. Standards supported by Standards for Excellence, a code of accountability and ethics for the nonprofit sector, exist to create boardrooms with a freer exchange of ideas.

Design Board Meetings to Encourage Rich Discussion of Issues
The chair and executive director should design agendas together that tee up issues that need full discussion, minimizing routine matters that can be reviewed in board materials by using consent agendas. Management should distribute board materials well in advance of meetings so board members have sufficient time to prepare for discussion.

Strategic planning, a core responsibility of the board, can foster rich discussion among board members and management. The board must discuss and define goals and objectives related to mission and evaluate the success, or lack of success, of the programs in achieving the mission. Using an outside consultant to facilitate this process can help elicit diverging views from board members.

Recruit Strategically
The board should establish a rigorous board development strategy for recruiting and selecting new members and ensuring that the board has an appropriate mix of talent, connections to the community, and diversity. Commitment to the mission should be primary. Recruitment is a board—not an executive director—responsibility. A board composed of friends of the executive director will find it hard to question and dissent from the views of management.

Educate and Orient Board Members
Board members who lack expertise in certain areas will naturally defer to those with more expertise.  Similarly, a board member without a deep understanding of how the nonprofit works will defer to longer serving board members.  Close the gap with a strong board orientation and continuing education programs.  Train members to understand that asking questions is part of the duty of care.

Establish and Use Term Limits for Board Members
Proper board service takes time and energy and board members may be fatigued from serving but reluctant to step down, especially if board recruitment is weak.  Longer serving board members may tend to embrace the status quo and be reluctant to embrace new ideas.  Term limits create space for new members with new energy and fresh ideas and perspectives and for the removal of weak board members.

Having considered why dissent matters in a nonprofit board, why it might need some nudging along and the means to do so, we end by reminding the board chair that this job is hers.  Creating the conditions for hard questions and disagreement in the nonprofit boardroom is challenging but necessary. We hope you will agree.

[1] William Issacs.  Dialogue and the Art of Thinking Together, Doubleday, 1999.


Oct 17, 2018

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