The Four Critical Rights Of Board Members

The Four Critical Rights Of Board Members
  • Get All Relevant Information

  • Call Special Meetings

  • Bring Court Action

  • Have Dissent Recorded

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.

When a board member witnesses his/her fellows taking an objectionable or even illegal action, he or she cannot escape personal liability for the board’s decision unless recording their dissent.  The first step is casting a vote against any such problematic action.  Doing this shields the individual board member from any legal problems arising from the vote.  The law is structured this way to compel board members to state their misgivings upfront in the hope of pushing the board towards more responsible governance.

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:


#1 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. If staff or other board members do not provide info you request, stop the process until they do.  Do not vote on any item until you believe you’ve seen all the relevant information.

#2 You have a right to call special meetings.

If need be, file the request in writing.  The Board then has a specific legal time frame to hold the special meeting (in most states this is 60 days, but check with your charitable bureau in your state capital)

#3 You have the right to bring court action

You have rights

Stop Right There!

You are entitled to sue the board in part or as a whole to challenge any behavior which affects your rights.  You also have an obligation to report any actitivty that you believe vilates the law.

#4 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.  Whatever you do, do not just walk out or fail to show up for a board vote as your absence may be interpreted by law as giving consent to the board action.   Stick to your guns and register your dissent.

In many states, the legal language describing a nonprofit board members often refers to Trustees.  You are in fact acting as a representative of the general welfare and thus are entrusted with safeguarding a public trust.  Take it seriously and don’t be afraid to put your foot down before your nonprofit takes a dangerous path.

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