|
If you have a suggestion for an FAQ, please contact Diane Wunderlich at dwunderlich@adelphi.edu
Q: Should we use board member contracts?
A: Many boards have created board member contracts for each new board member when they are elected to serve on the board. These contracts or agreements are helpful in spelling out the responsibilities as well as expectations of those serving on a particular board. Such expectations include meeting attendance and activities in which the board member is expected to participate. It is important to note that these contracts are not legal documents such as an employment contract. If it works for your organization, it reiterates the point that there are certain obligations even with volunteering.
In board agreements, it is also smart to add what the board member can expect from the organization. This approach communicates a reciprocity between the two as partners in leadership. See the Sample Board Member Contract.
Q: If a Board Member can not be physically present at a Board of Directors meeting, is it permissible for that member to participate in the meeting by telephone?
A: New York State law states that unless restricted by the organization’s by-laws, any member of the board may participate in a meeting by "conference telephone or similar communications" as long as that person can hear everyone at the meeting and everyone at the meeting can hear him/her. That person should also have all of the materials that the board has access to at that meeting. It probably would be wise to amend the organization’s by-laws to state this option precisely.
Q: If an issue arises at a Board of Directors meeting which needs to be resolved by a vote, and the Board is made aware of all aspects of the issue, can a Board member who cannot attend the meeting e-mail his/her vote to the Executive Director?
A: If the Board Member is participating in the meeting via “conference telephone or similar communications” then he/she can vote at the meeting.
If this is to be action taken without a meeting, then the law states: "...Unless otherwise restricted...by the by-laws, any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing action..." These should then be filed with the minutes of the proceedings of the board or committee.
|
