The decision cannot wait for the next meeting.
The workspace chair exercises their delegated authority, makes the call, and issues a Chair's Action — notifying the relevant members that a decision has been made on their behalf.
Three respond. Five do not.
Chair's Action is the mechanism used when a decision genuinely cannot wait for the next scheduled meeting. It applies wherever someone holds delegated authority over a workspace — the board chair, the head, a committee chair, a head of department. Whoever calls it, the principle is the same: a decision is made, the relevant people are notified, and formal ratification happens at the next meeting.
A note on terminology. In some jurisdictions — particularly English maintained schools — "Chair's Action" has a specific legal definition at governing body level, with authority established through school governance regulations. Academy trusts need equivalent authority set out in their articles or scheme of delegation. In international and independent schools the term is used as borrowed governance good practice, without a specific statutory basis. Loom applies it across all workspace types — board, committee, leadership team, department — to mean the same underlying principle: a decision made within delegated authority, between meetings, that is recorded, notified to the relevant members, and returned to the group for acknowledgement at the next meeting. The governance obligation is the same whatever the local terminology.
The mechanism is legitimate and necessary. The problem is what it usually travels on: an email thread. Email notifies — but it cannot tell you who opened it, who considered it, or whether the silence of five members means agreement, absence, or a concern that did not quite reach the reply button. The question is not whether the decision was right. It is whether anyone actually received it — and whether the communication channel gives the chair any useful signal before ratification.
The gap between sharing a decision and knowing it was received.
The signal problem
When five of eight governors do not respond to a Chair's Action email, the chair is left to interpret the silence. In practice, non-response is usually treated as implicit consent. The decision record notes: circulated, no objections received.
But silence does not distinguish between a governor who read it, considered it, and agreed - and a governor who did not open the email at all. Or one who had a concern and assumed someone else would raise it. Or one who was away and meant to reply later.
The ratification question at the next meeting - "any concerns?" - lands without the chair knowing who is in a position to have concerns. That is not governance. It is a formality that looks like governance.
The record problem
Chair's Action decisions often have ongoing implications: emergency exclusion arrangements, financial commitments, safeguarding escalations. The record cannot depend on whether a former chair's inbox still exists.
Two circulation patterns
The difference is not about adding steps - it is about getting a different quality of information before the meeting starts. With structured acknowledgement, the chair arrives at ratification knowing whether the board has engaged, and whether any item needs agenda time.
Email-based circulation
Structured acknowledgement
The shift
The purpose of ratification is to confirm the board was properly informed and had a genuine opportunity to raise concerns. That purpose is undermined if the chair does not know, going into the meeting, who engaged with the decision at all. Explicit signals resolve this - not by adding bureaucracy, but by replacing an assumption with a fact.
The workspace chair sees who has acknowledged and who has not — before the meeting, not during ratification. Structured responses replace inbox noise.
What replaces silence
The signals are intentionally minimal. A governor is not asked to agree or disagree with the Chair's Action - that is not the purpose of circulation. They are asked to indicate one of two things: that they have seen and accepted the decision, or that they want it discussed before ratification. Either signal is a genuine act of governance engagement. Silence is not.
The governor has read the Chair's Action, understands the decision that was made, and has no concern that requires agenda time. This is the expected outcome for the majority of Chair's Actions.
The chair can see which governors have acknowledged, and when. The record is specific and complete - not a count of email replies.
Recorded in the governance log - with governor name and timestamp
The governor has read the Chair's Action and has a concern - about the decision itself, the scope of delegated authority, or whether it should have waited for a full meeting. They are signalling that ratification needs genuine discussion, not a formality.
When a governor flags for discussion, the item surfaces to the meeting agenda automatically - before ratification, with time to address it properly.
Surfaces to the meeting agenda before ratification - not as a surprise at it
What this enables
With structured acknowledgement, these questions are answerable by the workspace chair before the meeting starts — not at the moment ratification is called. If they cannot be answered without reconstructing email threads, the Chair's Action record is incomplete.
Which governors have acknowledged this Chair's Action - and which have not yet responded?
Has anyone flagged this for discussion before ratification - and if so, who and why?
When was this decision made, by whom, under what delegated authority, and who was informed?
Where does this Chair's Action sit in the governance record - traceable by a future governor or clerk?
The honest limitation
Most boards do not feel that their Chair's Action process is broken. The decisions get made, the clerk notes them, ratification passes without incident. The failure is subtle and accumulates:
The question is not whether the current process is producing bad decisions. It is whether the board can actually verify that Chair's Action decisions were properly communicated, genuinely considered, and correctly ratified - at any point in the future.
In Loom, Chair's Action is a first-class governance record - not an email thread. It is issued, circulated, and acknowledged within the governance platform, and it persists in the governance log alongside meeting decisions and board pack items.
Not more process. The same process - with a record that actually holds.
Board Deck Standard 3.1: Ethical Governance and Leadership ↗The test
Without searching through email, can the workspace chair answer these right now?
You can name which governors acknowledged the last Chair's Action - and which did not respond - without checking email threads.
The decision record for any Chair's Action from the last three years is accessible to a governor who joined the board this term.
Your ratification process would surface a governor's concern before the agenda item - not rely on them raising it in the room.
