Written consensus, unwritten dissent.
Every board has two conversations. The formal one happens in the room and produces the minute; the honest one happens in the corridor and produces the strategy. In healthy institutions they converge. In drifting institutions they diverge permanently — and the audit trail stays impeccable while the substance leaves the building.
The written rule is easy to inspect. It is drafted, circulated, approved and filed. The unwritten enforcement is what actually governs: who may interrupt, whose reservation is recorded as a reservation and whose is recorded as a question, and how much a director is willing to spend of their own standing to slow a decision down.
Silence in that setting is rarely agreement. It is a price being deferred. Three decades of turnarounds have taught me that the involuntary payment lands, with uncanny consistency, at roughly 20 times the price the room could have negotiated five years earlier.
The remedy is unglamorous. Name the dissent while it is still cheap, record it in the same register as the consensus, and give the chair the explicit job of asking the person who has not spoken. A board that can say the difficult thing on the record does not need a crisis to discover what it already knew.