In board agreements, it is 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.

New York state law states that unless restricted by the organization’s bylaws, any member of the board may participate in a meeting by conference telephone or similar communication 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 for that meeting. It probably would be wise to amend the organization’s bylaws to state this option precisely.

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.

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