06/06/2026
If your Chair is the problem, you are one of the few people who can do anything about it.
Most directors wait for someone else to act. There is no someone else.
The Chair leads the board. They don't outrank it. Their authority comes from the directors who put them there, and in most charities they hold one vote, the same as you. The AICD is blunt about it: going along with a Chair you believe is in the wrong is not good governance, because every director carries their own duties. Defer to a decision you think is wrong, and it becomes your breach too, not only theirs.
So the real question isn't whether the Chair will change. It's what you will do.
Start tonight. Read your constitution or rules. Find how the Chair is appointed and removed, and what they can decide alone. Most directors have never read theirs. You can't act on what you haven't read.
Then raise it properly. Take it to the deputy chair or a nominated director. Describe behaviour, not character. "Three decisions last quarter never came to the board" is something a board can act on. "I don't trust the Chair" is not. Put it to the full board and get it minuted. A concern that only lives in side conversations never gets fixed.
Tie it to the duties. Undeclared conflicts, decisions taken without the board, a Chair running operations they were never appointed to run. Under ACNC Governance Standard 5 these can be breaches, not differences in style.
And know the line. If your charity is a company limited by guarantee, a common structure in the sector, directors can be personally liable for insolvent trading, volunteers included, and it is an offence to use your position to harm the organisation. At that point the exposure is yours, not the Chair's.
You will sit in the next meeting, and you will know whether something is wrong. The only question is whether you say it, or sign off on it by saying nothing.
What have you actually read of your own governing document?
