Board member behavior

As a card carrying member of the ACLU I was interested in an article in the New York Times for May 24, 2006, where Stephanie Strom reported:

The American Civil Liberties Union is weighing new standards that would discourage its board members from publicly criticizing the organization's policies and internal administration.

"Where an individual director disagrees with a board position on matters of civil liberties policy, the director should refrain from publicly highlighting the fact of such disagreement," the committee that compiled the standards wrote in its proposals.

"Directors should remember that there is always a material prospect that public airing of the disagreement will affect the A.C.L.U. adversely in terms of public support and fund-raising," the proposals state.

Given the organization's longtime commitment to defending free speech, some former board members were shocked by the proposals.

I found this an interesting spin on what would be a standard orientation speech for new board members of any American corporation. A board member has a duty of loyalty to a board to argue for the principles and opinions they hold to be in the best interests of the organization. Board members then vote on particular actions or positions taken. Once the vote is taken, a board member is expected to support the board's policy and business decisions and management in carrying out these decisions and demonstrate a strong commitment to the corporation, not publicly air their disagreement with that position. If a board member cannot in good conscience accept the consensus vote of the board, they have the duty to resign from the board - at which time they can be as public as they wish about the reason for their leaving.

I have heard this described several times for boards of non-profit organizations that I've worked for or participate in and I'm sure that it is the accepted policy at the New York Times board. This method of governance is in stark contrast with public legislative bodies where no member feels bound to support the position established by majority vote except where it actually becomes a governing law or regulation.

Unfortunately, with these guidelines, a lone dissenter on a board can feel frustrated and unable to make a difference. I've read some of the dissenting opinions from the board members of the ACLU and think many of them have merit. They seem to want the ACLU to stick to original founding principles rather than play politics or emphasize fund raising.

Maybe there's some middle position that would be better for all concerned. I'm thinking of something like the Supreme Court where the majority opinion rules but there is also a chance for the minority to express their opinion. Board member dissenters might be less tempted to publicly air their differences if those differences are publicly stated with the majority decision.