Constitutions don’t usually top the list of things CEOs want to talk about, but they should. In this solo episode, we take a practical, CEO-focused look at constitutions and the provisions that may trip leaders up, especially around AGMs, membership, and board governance.

This episode was sparked by multiple conversations with CEOs at the end of 2025 who discovered that their constitutional provisions no longer aligned with how their organisation actually operates. That misalignment can create real risk often at the worst possible moment.

This is not legal advice, but it is a walkthrough of what CEOs need to understand, watch for, and actively manage.

In this episode, we cover:

• Why constitutions matter more than you think
• Objects clauses: basic hygiene
• Membership: where things get messy fast
• Disputes and disciplinary provisions
• AGMs: the hidden traps
• Board elections and director appointments
• Board composition and structure
• Director terms, rotation, and exits
• Payments, alternates, and delegation
• Changing the constitution

As a CEO, you don’t need to memorise your constitution but you do need to understand it well enough to spot risk, plan timelines, and avoid preventable governance crises.

Connect with us:

LinkedIn: The NFP CEO: Overview | LinkedIn

Website: thenfpceo.com.au

Michelle Cutler: Michelle Cutler | LinkedIn

Danielle Ballantine: Danielle Ballantine | LinkedIn