Meetings
How many times per year is the Board required to meet?
At least six times
A quorum for a board meeting
A simple majority (50% + 1) of the sitting board membership.
The four officer roles on the board
President, Vice President, Secretary, and Treasurer
The minimum number of required board members
Four members
This duty requires board members to act with the same level of care and diligence as a reasonably prudent person, including attending meetings, reviewing materials, and making informed decisions.
Duty of Care
This must be sent to board members at least 10 days before a meeting
Materials required for discussion or voting
These kinds of votes are not allowed during a board meeting
Proxy votes
This person(s) services as an ex-officio member on all boards and committees
The President and/or the Executive Director.
Maximum number of board members allowed
Twelve members
Failing to disclose conflicts of interest or putting personal interests above the organization’s interests is a breach of this fiduciary duty.
Duty of Loyalty
This person can call an emergency meeting
Any board member, with a majority vote
Votes required for an official board decision to pass
A majority vote
The minimum number of members required for the audit committee
Three members
Number of meetings a board member can miss without prior notification before they are considered to have resigned
Two meetings
This duty requires board members to ensure the organization adheres to its mission, bylaws, and applicable federal, state, and local laws.
Duty of Compliance