In my opinion, and in the opinion of many, the fundamentals of good board governance starts with duty of care, duty of loyalty and duty of obedience that each member of your board must understand.
For a quick review:
Duty of Care - as a board member it is imperative that you do your homework on the board materials prior to the meeting so you can fully participate in the discussion and make informed decisions.
Duty of Loyalty - as a board member you must take your business hat off and put the hat of the organization on and do what’s best for the organization, not your business.
Duty of Obedience - as a board member you must stay true to the mission of the organization and not get involved in things that are not part of your articles of incorporation or bylaws.
Speaking of bylaws, that is the governing document that your board and members must follow.
The other legal aspects of a board and their governance process that must be followed are the adherence of a quorum for each meeting, a process to conduct those meetings, and the creation of minutes of the meeting to reflect the boards intent in setting policy for the organization. And by the way, the handling and storage of those minutes.
Quorum - as stated in your bylaws, but usually it is a majority of the total number of board members (i.e., if you have a board of 21, then 11 would make a quorum. If you don’t have a quorum, you can’t do business as a board and you must cancel the meeting.
Roberts Rules of Order - it’s important to have order when conducting board meetings to stay focused on point and your agenda. Most boards use the Roberts Rules of Order in conducting their meetings.
Minutes - the official recording of the meeting which should start with the date, time and location of the meeting. Remember, it is not necessary to capture every word that is spoken during the meeting. It is important to identify who is in attendance and who is not. Report on the discussion of a particular agenda item and any action (vote) that took place. And by the way, those minutes need to be kept indefinitely since they are an official document of your organization.
If the above items are not understood by every board member, it is imperative that you conduct regular board orientations to remind your directors of their role and responsibilities. I would have something in writing that they can take home that they can use as a reminder during their board tenure.
A fully informed board of directors of their role and responsibilities are critical to the success of your organization.
Review your orientation documents today!
For resources on good board governance go HERE.
