A board may itself be the highest governing authority of an organization or corporation. This may be true of the board of an organization that has no voting membership other than the board members, such as a foundation or university. It may also apply to an entity, such as a stock corporation, in which the voting members (for example, stockholders) elect members of the board but otherwise exercise almost no binding authority over the affairs of the organization. This type of board can adopt its own rules. [RONR (12th ed.) 49:7, 49:11, 49:15.]
B. SUBORDINATE BOARDS
On the other hand, a board may be part of an organization with an assembly of voting members, to which the board is subordinate. In this case the assembly elects the board members, often at the same meeting at which it elects other officers. This type of board is given varying degrees of authority to act for the group between meetings of that assembly, but generally must follow the assembly’s instructions. It can adopt its own rules as long as they do not conflict with the bylaws, parliamentary authority, or other rules of the organization. [RONR (12th ed.) 49:5–7, 49:15.]
C. EXECUTIVE COMMITTEE
When a board is large or its members widely spread geographically, there may also be an executive committee, often made up of the officers. An executive committee is a “board within a board” that is normally empowered to act in the board’s place between board meetings, subject to the board’s instructions. [RONR (12th ed.) 49:13.]
As a board member, what you need to know to participate properly in board meetings depends on their size. If there are more than about a dozen board members at a meeting, the same procedures are followed as at other meetings, exactly as described in the rest of this book.
If, however, not more than about a dozen board members are present, a more informal procedure is followed [RONR (12th ed.) 49:21]:
E. VALIDITY OF BOARD ACTION
In order for the actions of a board to be valid, they must be agreed to (by the necessary vote, or by unanimous consent) at a regular or properly called meeting of the board of which every board member has been sent any required notice. A quorum—a majority of the board members in office, if no different number is set by the bylaws—must be present. [RONR (12th ed.) 49:16.]
If the bylaws authorize the board to do so, however, it may also meet by videoconference or teleconference (including over the Internet) so long as all persons participating can hear each other at the same time (and, if by a videoconference, can see each other as well).1
1. RONR (12th ed.) 9:30–36. “Polling” or consultation with each member of the board separately is not an acceptable substitute, because it does not allow an opportunity for members to participate in and be influenced by debate before voting. RONR (12th ed.) 49:16, 51:2. See also q. 19 on p. 122 of this book.