Something needed answering on a Tuesday. The next board meeting was six weeks away, the funder wanted a response by Friday, and the chair dealt with it. Nobody objected. Nobody minuted it either.
That happens in small charities constantly, and it is usually the reasonable thing to have done. The question this article answers is a narrower one: was the chair allowed to? Because the answer determines whether the decision stands, and most chairs have never checked.
If your board is not clear on where the chair’s authority ends, our charity governance support sets the boundaries before a decision tests them.
Where a chair’s authority actually comes from
It does not come from the title. Third Sector Support Wales puts it flatly: a chair can only exercise unilateral decision-making powers if the appropriate authority is given in the governing document or delegated by the board, and a chair does not otherwise have an intrinsic right to make individual decisions. The same source notes that honorary officers hold no more power or responsibility than their fellow trustees except where the governing document or the law says so, and can act on the board’s behalf only when authorised to do so.
The Association of Chairs says the same thing from the chair’s side of the table. The chair is not above the other trustees, often described as first among equals, and holds no additional powers in law.
So there are two places to look, and only two. Your governing document, which may name a power for the chair to act between meetings, and your board minutes, which may record a delegation. If neither exists, the chair has the same authority as every other trustee, which is to say none acting alone. Every duty that applies to a trustee applies to the chair identically.
Worth checking the casting vote too, since it is the one power chairs assume they have. Some governing documents give the chair a second or casting vote where a board is tied. Many do not. It is not a default.
What the board has to agree before the chair can act
Where the power does exist, having it is not the same as having a process for it. The Charity Commission’s guidance Decision-making for charity trustees is specific here. Trustees should agree a clear written policy on what types of decisions the chair can make. It should set out when the chair can use the power, what the chair should do when using it, and that the chair must tell the trustees they are using it. Trustees should then review and confirm those decisions at their next meeting.
Review and confirm, not note in passing. The board is still the decision-maker, and confirming is the act that makes it a board decision rather than one person’s. Our guide to running a trustee meeting covers where that item belongs on an agenda, and the trustees meeting minutes template in our store gives it a place in the record.
The Charity Governance Code, refreshed in 2025, supports the same practice from the other direction. It suggests boards should have procedures for decisions that need to be taken outside the board meeting cycle, and clear expectations on when and how matters should be escalated if a threshold for board involvement is met. It also asks boards to set clear written rules on delegation, controls and reporting, and review them regularly.
A note on weight. The Code is explicit that compliance with it is not a regulatory requirement, and that it differs from Commission guidance – it is the Commission and charity law that tell you what you must do. Treat the Code as good practice worth following and the Commission’s guidance as the floor.
This sits inside the wider question of what your board delegates and what it keeps. A chair’s action power is one delegation among several, and it works better written into the same document as the rest.
Where governance stops and management starts
The second half of a chair’s authority problem is not the board at all. It is the staff.
Where a charity has a chief executive, the chair holds the relationship with them. The Association of Chairs sets out what that involves: managing the relationship with the chief executive and possibly other senior staff, conducting their appraisals and reviews and leading on their recruitment, relaying the board’s concerns to senior leadership, and working with the chief executive to make sure the board has what it needs to make strategic decisions. The Governance Code asks the chair to invest time in developing that relationship, and asks the board to balance support for the executive with challenge to it.
None of that is a licence to run the charity. The Code’s Leadership principle is built on clarity and respect for the different leadership roles of chair, board and, where they exist, chief executive and senior staff. The chair leads the board. The chief executive leads the organisation. A chair who starts directing staff has not extended their authority; they have taken someone else’s.
The complication for small charities is that this line is genuinely blurry, and the Association of Chairs acknowledges it – in a small charity, the chair and trustees are likely to do more operational tasks and get involved in the day-to-day. That is reality for most charities under £1m, and pretending otherwise helps nobody.
The Code gives the resolution rather than the denial. Trustees involved in operational activities should clearly distinguish that from their trustee role. A chair who spends Saturday running the shop is a volunteer that morning, not the chair. The problem is not doing the work; it is doing the work and carrying the authority at the same time without anyone naming which one is in the room.
Where there is no chief executive, the same discipline applies to whoever holds the operational reins – and the board still needs to know who is deciding what.
What to do about decisions already taken this way
Most people reading this are past the point of prevention. The chair has already decided something, and the question is what now.
Take it to the next meeting and put it on the agenda as a decision for confirmation rather than an item to note. Give the board what it needs to consider properly – what was decided, why, what the alternatives were, and what it commits the charity to. If the board is content, minute the confirmation. That is the difference between a decision the board has adopted and one it has merely heard about.
Then check whether the power existed. If your governing document gave the chair authority, or the board delegated it, the decision was sound, and the gap is only in the process. If neither did, take advice before assuming ratification fixes it, because the answer depends on what was decided and what your governing document says.
The Commission is clear about why this matters. Where a decision is invalid or overturned, the charity may lose money, and the trustees may be jointly liable to cover that loss. For a charitable company, there is also a risk of breaching duties under company law. If the decision committed money, our guides to what trustees should ask about the money each quarter and building a charity budget cover the oversight that should have caught it.
If your governing document turns out to be silent, or written for an organisation you have long since stopped being, changing it is a manageable piece of work and worth doing before the next urgent Tuesday.
One decision taken alone is a process gap. A pattern of them is a governance problem.
If the chair is regularly deciding things between meetings, the question is not really about the chair. It is about how often the board meets, what has been delegated to staff, and whether the other trustees are turning up. A free clarity call will tell you which of those you are actually dealing with.
When acting alone is the symptom rather than the problem
Chairs rarely decide things alone because they want the power. They do it because the alternative is nothing happening for six weeks.
That points at causes worth naming honestly.
- The board meets too rarely for the pace of the work. The Code suggests a planned and rolling schedule of meetings, with the board meeting frequently enough to fulfil its responsibilities. If urgent decisions keep arising between meetings, the schedule is the thing that is wrong.
- Nothing has been delegated to staff, so decisions that should sit with the chief executive climb back up to the chair by default.
- Other trustees are not engaged, and the chair has stopped asking because it is faster not to. That is a board effectiveness question, not a chair question.
- There is no vice chair or second officer. The Code suggests appointing a trustee or vice chair who can act as a sounding board for the chair and help with concerns about relationships within the board or between the board and senior staff. A chair with nobody to check a decision against will make more of them alone.
The Code also asks boards to be alert to people risks, including over-reliance on one person. A charity where one person decides most things between meetings has concentrated its judgement, its relationships and its institutional memory in someone who might resign, fall ill, or simply burn out. That belongs on the risk register as a stated risk rather than an unspoken assumption.
It also belongs in the handover. A new chair inheriting an undocumented habit of deciding alone will either continue it without knowing it was never authorised, or stop it and find the charity cannot move between meetings at all. Both are avoidable if the position is written down, which is one reason a scheme of delegation belongs in trustee induction.
Boards rarely fix this in one meeting.
Working out what the chair can decide, writing it down, and adjusting the meeting cycle around it takes a few rounds and someone outside the board to hold the question open. Our ongoing support plans are built for that kind of work rather than a single conversation.
