Board decisions, made in accordance with bylaws and that have allowed for fair deliberation, must be publicly supported by all board members. Boards are collective entities. No individual member holds independent power. For any action to be taken, the board must attain the required level of support to pass a motion, typically a majority or more. The process for this is (hopefully) clearly outlined in the organization’s bylaws, which are controlled by the members and must be followed.
Once a motion passes, the decision belongs to the entire board, not just those who voted in favor. The board has made a decision, not a selection of directors. Even members who opposed it must respect and support the outcome. This principle, often called board solidarity, is a key aspect of a board’s collective responsibility. While board members do not need to celebrate decisions they personally disagreed with, they also should not undermine or criticize them publicly. That means no going to stakeholders to complain about what the board got wrong.
This does not mean board members should be passive. A strong board requires independence, tough questions, and rigorous debate. Members must be willing to challenge assumptions, negotiate, and push for better decisions. But at the end of the day, once a decision is made through a fair and proper process, one that is aligned with the bylaws, all board members must stand behind it. Refusing to do so is not only disrespectful to fellow board members, it also violates the legal duty of obedience, which requires directors to follow the bylaws, among other responsibilities. Beyond that, it can seriously harm board culture and trust among members.
Board solidarity is so essential that, barring extraordinary circumstances, a board member who cannot publicly support a board’s decision should resign. The reality is, there are only two main reasons why someone would be unable to support a decision. Either they believe their own opinion outweighs that of their peers and the process, or the decision is so catastrophically bad that it is indefensible.
In the first case, the issue is not the decision, it is the board member. Effective board members understand that governance requires humility. If they have had every opportunity to persuade their peers and the majority still disagrees, they need to accept the result. A refusal to do so signals immaturity and an inability to work within a collective decision-making structure.
The second scenario is more complicated. Sometimes, a decision is so disastrous that a board member may need to distance themselves entirely to protect their reputation, ethics, or even personal liability. Board service carries risk, and directors can be named in lawsuits or held accountable for an organization’s actions. If a decision is truly indefensible and could create serious legal, financial, or reputational harm, stepping away or publicly disassociating may be the best course of action.
That said, walking away is not always the right move. If the only voice of reason leaves, who is left to advocate for change? Should board members warn the membership if a decision puts the organization at risk? In some cases, staying may be justified, particularly if there is a path to reform through AGMs or member intervention. Board members must weigh their personal risk, ethical stance, and the likelihood of influencing change before deciding their next steps.
At its core, board solidarity is not about blind agreement. It is about upholding the integrity of the governance process. Disagreement is natural. Debate is necessary. But once a decision is made, every board member has a duty to support it or step aside.
