Wednesday, April 03, 2013

The Four Critical Rights Of Board Members

In the past decade I've witnessed at least a dozen nonprofits where the Chairperson or a small cabal are running roughshod over the rest of the Board.  What's more puzzling is that the rest of the Board sits passively and lets this abuse continue.  Not only is that legally problematic, but it wastes the talents of the smart people sitting in the Board room.

Oftentimes I encounter Board members who do not understand they have legal rights and do not have to accept bad behavior.  Among the four critical rights are:

  • You have a right to all relevant information needed to perform your duties.  This includes access to all staff and all documents necessary required to make sound judgments  in pursuit of the organization’s mission.

  • You have a right to call special meetings.  If need be, file the request in writing.  The Board then has 60 days to hold the special meeting.

  • You have the right to bring court action to challenge any behavior which affects your rights.

  • You have the right to dissent.  You have the right to have your dissent officially registered in the meeting minutes.  Furthermore, you have the right to submit a written dissent to be attached to the regular meeting minutes or otherwise registered with the Secretary of the Board. (NOTE: You cannot vote in favor of an action then register a dissent.  Also, if you fail to register dissent you may be judged to have concurred in the decision of the Board)  


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