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home / governance / governing bodies and decision making / decision making

Decision making

In general, few governing body decisions are taken by a formal vote. It is more likely that decisions are reached by consensus following a full debate. Unless there are occasions requiring a formal vote stipulated in governing instruments, the chair would normally ask the board for agreement to the proposal in question and only call for a vote either if there is a clear expression of dissent or if it is a matter of particular significance.

A member of the governing body may, however, request a vote on a particular issue. It is for the governing body to decide the circumstances in which a secret ballot should be held or in which the names of those voting for or against a proposal should be recorded. Aspects of voting procedure not dealt with in the governing instruments are often covered by standing orders. Whether or not a recorded vote has taken place, a dissenting governor should have the right to have his or her disagreement recorded in the minutes.

Governing instruments normally require that no resolution of the governors can be rescinded or varied at a subsequent meeting unless its reconsideration appears on the agenda.  A decision cannot therefore be overturned simply as part of discussions of matters arising from the previous minutes.  Not only must the subject appear as a substantive item on the agenda, but also a proposal to vary or rescind a previous decision must be indicated.  It may be appropriate for the governing body’s standing orders to specify the procedures through which governors may propose such reconsideration.

Most institutions have procedures to deal with urgent business that might require a decision between governing body meetings. The governing body may delegate authority to the Chair to act on its behalf, either generally or within specific parameters; in some cases there may be a small executive group or Chair's committee with the authority to act between governing body meetings; and it is also possible to take decisions by correspondence or e mail. In all such cases the matters dealt with should be reported to the next meeting of the governing body and duly minuted.

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