“Opinion” is simply not enough. We have to challenge the myth of governance self-determination

If you’ve worked with volunteer Boards of Directors in membership organisations, you’ve probably encountered a certain refrain: “In my opinion…” followed by a statement about how the organisation should be run. Sometimes these opinions are grounded in experience, sometimes in common sense, and sometimes in a nostalgic longing for “how we’ve always done it.”

The problem? Governance is not a matter of personal opinion, not for the Chair, not for the CEO, and not for the Board.

The Rules Are Already Written

Whether your organisation is a charity, a company limited by guarantee, or a trade association, your governance framework is not a blank canvas. It is shaped, and constrained by:

• The Companies Act 2006 (or relevant charity law);

• Your organisation's Articles of Association or constitution;

• Corporate, charity, and/or cooperative governance codes;

• Any statutory codes or regulatory standards relevant to your sector; and

• Established good practice evolved over decades through case law and sector guidance.

These are not advisory suggestions to be cherry-picked. They’re binding obligations. They’re also tested structures, designed to keep organisations legal, credible, and accountable.

Why “We’ve Always Done It This Way” Doesn’t Work

Long-serving Directors sometimes resist changes to governance documents because “nothing is broken” but the danger here is twofold:

1. They assume stability equals compliance. A document written 20 years ago might still “work” for your current processes, but it's probably out of step with law or best practice, even if no one has yet challenged it.

2. They confuse personal comfort with organisational safety. Change can feel like loss of control. Updating Articles or byelaws might introduce term limits, election processes, or independent oversight that some Directors don’t welcome; but that discomfort doesn’t mean the changes are wrong, it means they’re doing their job.

The Myth of Self-Determination

One of the most persistent misunderstandings I encounter is the belief that a Board can simply “decide” what governance means for their organisation. In reality:

• Boards do not get to set their own standards any more than employees get to write their own contracts.

• Compliance is not optional or negotiable.

• Governance is not a menu from which you pick your favourites; it’s a framework you must follow.

A cautionary tale: A membership organisation I worked with decided, without advice, to allow its Chair to serve indefinitely, even though its Articles set a strict three-year limit. When challenged by a member, the vote to extend the Chair’s term was ruled invalid, decisions made during that “extended” term were open to challenge, and the organisation faced a costly and embarrassing EGM to put matters right.

This misunderstanding is often strongest in Boards made up of industry leaders, i.e., people used to calling the shots in their own companies. In their day jobs, they do get to define the rules, but when they step into the boardroom of a membership organisation, they are bound by the law and by the organisation’s constitution just like everyone else.

Why Professional Governance Advice Isn’t Optional

If you wouldn’t let your finance director make up their own accounting standards, you shouldn’t let your Board re-invent governance rules. A professional governance adviser brings:

• Knowledge of current legislation and regulation;

• Awareness of sector-specific codes;

• An understanding of emerging best practice; and

• The ability to anticipate compliance risks before they turn into liabilities.

And here’s the kicker: Directors who knowingly breach governance requirements are also breaching their statutory duties under the Companies Act 2006. Specifically, the duty to act in accordance with the company’s constitution (section 171) and the duty to exercise reasonable care, skill and diligence (section 174). That can carry personal consequences.

The Cost of Ignoring Governance Standards

Let’s be blunt. Ignoring governance standards can lead to:

• Inability to pass a special resolution because the Articles are outdated;

• Confusion over who can appoint or remove Directors;

• Inconsistent decision-making that leaves the organisation open to challenge; and

• A membership that loses trust in the Board’s legitimacy.

And in extreme cases, it can lead to legal action, something no volunteer Director wants on their CV.

From Opinion to Understanding

The most effective Boards make a conscious shift from opinion-led to standards-led decision-making. That means:

• Accepting that governance is not personal territory;

• Reading Board papers in advance and coming prepared to discuss them;

• Trusting the expertise of those tasked with keeping the organisation compliant; and

• Asking “how do we do this within the rules?” rather than “do we like this idea?”

Governance Is Not the Enemy

Updating your Articles or constitution isn’t about stripping away the Board’s power. It’s about defining it clearly, ensuring it’s exercised lawfully, and making it resilient enough to survive leadership changes, market shifts, and industry upheaval.

Volunteer Boards have enormous potential to be visionary, strategic, and impactful, but that potential is wasted if they spend their time re-litigating governance fundamentals that were settled years ago by law and best practice. In short:

• Opinion is valuable in shaping strategy.

• Compliance is non-negotiable in shaping governance.

If your organisation’s governing document hasn’t been reviewed in the last decade, don’t wait for a crisis to force the issue. Bring in expertise, follow the standards, and modernise. Because the longer you wait, the harder the change, and the higher the risk.