decisions · Chair, Head

The Decision That Needs an Answer Now

By Synnovate · Published 2026 · Governance Guide

A policy needs formal approval. Not at the next meeting — now. Or as close to now as governance can reasonably manage.

The request goes out. A clear summary, the relevant document, a call for the board's position.

And then the board responds. As boards tend to when contacted between meetings: variably.

Some reply within hours. Supportive and clear. Others take a day or two. One sends a question — not quite a yes, not quite a no. Another does not reply at all.

Which might mean agreement. Might mean they have not read it yet. Might mean something else.

So the chair does what chairs do in this situation. Interprets. Follows up. Makes a judgement call about whether the silence is consent.

Eventually, the decision is made. Recorded as approved.

But if someone later asks for the formal record — who agreed, what position each member held, whether the threshold for board approval was actually met — the honest answer is: it is assembled from a thread, and the thread does not quite capture it.

This is not unusual. Most boards handle urgent between-meeting decisions through some version of this process. Most of the time, it works. But "works well enough" is not the same as a formal record. And the difference matters when the decision is significant, time-sensitive, or the kind of thing that might later be questioned — by a parent, an auditor, or an inspector.

The gap is not trivial. A between-meeting decision about safeguarding policy carries the same legal weight as one made in the boardroom. If the process that produced it cannot demonstrate the same level of formal governance — clear motion, documented positions, threshold met — then the decision is structurally weaker than it needs to be. Not invalid, necessarily. But vulnerable.

The problem is not urgency. Boards occasionally need to make decisions between meetings, and that is legitimate. The problem is treating urgency as a reason for less rigour — rather than a reason for a faster formal process.

Some boards have started handling this differently. Instead of an email thread that needs interpreting, the vote is structured. A clear motion. A defined window. Each member registers their position formally: Support, Abstain, or Object — with a mandatory reason for any objection.

No interpretation. No chasing. No ambiguity about whether silence was agreement.

The vote closes. The outcome is recorded. Every position is documented — in the same place as every other board decision.

Platforms like Loom provide this as part of the decision register. A vote initiated between meetings carries the same formal weight as one made in the room.

Because some decisions cannot wait for meetings. But they can still be made with the same rigour as if they had.

A question to sit with

Does your board have a shared, agreed approach to decisions made outside formal meetings — and does everyone understand what it is?

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