Read your papers! The cost of last-minute objections is simply too high

At the heart of good governance lies preparation, process, and respect for collective responsibility. That’s why it’s so disruptive, and potentially damaging, when a board member raises significant objections to a special resolution only after the papers have gone to the membership.

This is not a hypothetical scenario. I’m currently advising an association that is preparing for its AGM. A special resolution to amend the articles of association has been through due process. The proposed changes were drafted, reviewed, discussed, and approved by the Board and the association's members have now received their papers. And yet, a Non-Executive Director has now raised some concerns about the special resolution, despite having had three months to review, reflect, ask questions, and seek advice.

Let’s be clear: this isn’t about stifling dissent. Every director has the right, and indeed the responsibility... no(!) the obligation to interrogate proposals that affect the constitution of the organisation. But that obligation includes doing so in a timely and constructive manner. Waiting until the eleventh hour to raise objections doesn't show diligence, it suggests disengagement, poor judgment, or a misunderstanding of the role. Or maybe all three.

Late interventions like this can:

• Undermine the board’s collective authority. If one director breaks ranks after the decision-making process has concluded, it can give the impression of division or dysfunction, even where there is none.

• Disrupt a carefully managed member engagement process. Members receiving contradictory signals from the Board will rightly question the legitimacy of the process.

• Expose the organisation to reputational and legal risk. Changing the articles is a serious matter. Casting doubt on the process after the fact can cause confusion, invite challenge, and derail progress.

• Jeopardise the trust between directors. Governance relies on mutual accountability and confidence that each director will uphold their duties with professionalism.

Most seriously, it raises questions about the individual’s own fitness for office. Governance is not a spectator sport. Directors must do the work - read their papers, show up, speak up early, and stay aligned with the board's agreed decisions once they’ve been made.

If a director fundamentally disagrees with a proposed change and cannot, or will not, be held accountable for it as part of the board, then they must seriously consider whether they can continue in post. Once a board decision has been made and a resolution put to the members, a director who cannot support that process is in an untenable position. In such cases, the only course of action is to resign.

Being a director means more than just having a seat at the table. It means upholding the integrity of the process, being a steward of the organisation’s best interests, and knowing that timing matters just as much as content. If concerns are genuine, they should be addressed when there is still time to take action, not when it's too late to affect positive change.