What decisions must be made by the board of directors?

In general, the board makes decisions as a fiduciary on behalf of the company and its shareholders. Issues that fall under a board's purview include the hiring and firing of senior executives and their compensation, dividends, major investments, and mergers and acquisitions.

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Nonprofit - Conduct Policies for Board Members

Queens New York Nonprofit - Conduct Policies for Board Members

Name: Queens New York Nonprofit - Conduct Policies for Board Members
Brand: US Legal Forms
Rating: 4.65 (395 reviews)

Category:

Corporations - Nonprofit

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Multi-State

County:

Queens

Control #:

US-ENTREP-0021-5

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Under wellestablished principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. Several states, in fact, have statutes adopting some variation of these duties that would be used in court to determine whether a board member acted improperly. These standards are usually described as the duty of care, the duty of loyalty, and the duty of obedience.

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In general, the board makes decisions as a fiduciary on behalf of the company and its shareholders. Issues that fall under a board's purview include the hiring and firing of senior executives and their compensation, dividends, major investments, and mergers and acquisitions.

RESPONSIBILITIES OF BOARDS Boards have numerous responsibilities: they oversee management, finances, and quality; set strategic direction; build community relationships; establish ethical standards, values, and compliance; and select a CEO and monitor his or her progress.

Read, at a minimum: the Articles of Incorporation, the Bylaws, the Form 1023 (application for exemption from income tax), the mission statement, literature about the organization, the last two years of Form 990 tax returns, financial statements for the last two years, and the website.

As a board member you need to have a general knowledge and reasonable access to the organization's records including but not limited to the articles of incorporation, the original by-laws and any amended copies, 501c3 determination letter, tax records, bank records, audits, meeting minutes, etc.

There are two different ways for a nonprofit corporation to take action and make decisions. You can hold a meeting of your directors or members and vote, or your directors or members can sign written consents without attending a meeting.

Essentially, it is the role of the board of directors to hire the CEO or general manager of the business and assess the overall direction and strategy of the business. The CEO or general manager is responsible for hiring all of the other employees and overseeing the day-to-day operation of the business.

5 Ways to Find the Right Board Members for Your Nonprofit Set up a Nominating Committee.Start Your Board Member Search With Your Volunteers.Make your donor database your best friend.Diversify Your Board By Broadening Your Search.Use Board or Volunteer Recruitment Websites and Social Media.

The Role of the Board of Directors Recruit, supervise, retain, evaluate and compensate the manager.Provide direction for the organization.Establish a policy based governance system.Govern the organization and the relationship with the CEO.

Your Nonprofit Board of Directors' 10 Basic Roles and Responsibilities Determine the Organization's Mission and Purpose.Select the Executive Director.Provide Proper Financial Oversight.Ensure Adequate Resources.Ensure Legal and Ethical Integrity and Maintain Accountability.Ensure Effective Organizational Planning.

What Every Nonprofit Board Member Should Know First, familiarize yourself with the organization.Second, make sure you understand the basic legal/organizational structure.Third, make sure you have a basic understanding of the duties of a director, including the duty of care and the duty of loyalty.

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Queens New York Nonprofit - Conduct Policies for Board Members

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