Key Points

  • You should always do what you think is in the organisation’s interests, regardless of your own or other’s personal interests
  • If you are in doubt about the right thing to do when deciding how to vote, give yourself time to ask more questions, listen to other opinions with an open mind, and work towards finding consensus on a way forward that the majority can support
  • If you are still in doubt, go back to basics and think about the main duties of a Board or Committee member: act in good faith, in the best interest of the organisation with reasonable care, avoiding conflict and managing financial affairs responsibly

It is the Committee’s job to make decisions and you will be making decisions and voting on agenda items at every meeting. Even though Board members work together as a team, your personal responsibility as an individual is to act in the best interest of the organisation.

Working as part of a team sometimes means that you may have a different view from other Board or Committee members. If this happens, it’s OK to think independently and not just follow everyone else.  Listening to other board members’ views and working as part of a team is both important and helpful. Often the Chair will help guide the discussions and explore different perspectives. The Board are your colleagues and your team, and it is important that differences are discussed and managed respectfully. Good governance has a diversity of perspectives and views that it takes into consideration when making decisions about the organisation.   

Board decision-making requires collaboration and diligent discussions. Not every decision will be unanimously agreed.  But consensus-oriented decision-making also means that members who didn’t necessarily agree with the majority will support all board decisions that the majority agrees to, regardless of their individual opinions.

If you are ever in any doubt about what to do, remembering the main duties of not-for-profit directors is a helpful guide here. There are:  to act in good faith and in the best interests of the organisation; to act with reasonable care, skill and diligence; not to improperly use your position or information; to manage financial affairs responsibly; to ensure that the organisation does not operate insolvent; and to avoid conflicts of interest. 

Top Tip

Not every decision may end up being the right decision, but if you focus on your main duty to act with reasonable care, skill and diligence, you will be using the right decision-making process.

Decisions are made based on the best information and skills available at the time. If these change, the decision can be changed at a later time to remain in step with the organisation’s best interest.

Want more? ... check out these resources

Webpage – Australian Charities and Not-for-Profit Commission – 2 minute read


There is a lot of great information on this webpage from the ACNC, but if you scroll down to “Top 10 Tips for Board Members”, you will find a good reminder of the “basics”. This is a helpful checklist to use if you want guidance coming to a decision on a complex matter.

Article – Difficult Board Conversations – Governing Good – 7 minute read


An interesting article by Governing Good where you can scroll down to the section that outlines some basic principles about navigating more difficult conversations.

Online article – QCOSS – 5 minute read


QCOSS has some practical advice in this article to help you navigate tricky dynamics in your Committee or Board meeting.

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