A Boardroom " Bill Of Rights"

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You probably hear plenty about your duties and responsibilities as a corporate director. But what about your rights as a board member? Even good governance guidelines tend to focus on what the board and its members must do -- but pay little attention to what directors should demand in the way of tools and powers to do it.

I recently sat in on a board retreat that included a novel idea - and a good one: a list of "rights of a board member." This list, originally developed by the Williams Young accounting/consulting firm of Madison, Wisconsin, is targeted to the nonprofit board member, but some items from their "bill of rights" are valuable to the members of any board. These include:

• The right to request that a vote be taken in a particular manner (roll call, show of hands, voice, or secret ballot).
• The right to request added information on any subject brought before the board, and to personally question anyone who presents to the board, before a vote is called.
• The right to request changes in minutes before their approval, and to have changes made that accurately reflect what actually happened.
• The right to have personal opposition to an item passed by majority vote be reflected in the minutes.
• The right to move to defer action on any item of business to a later date (this, of course, must still be approved by a majority vote).
• The right to request a summary of internal policies and procedures which the board has developed through its history.

A similar director's Magna Carta would be a useful addition to any board's governance guidelines, but should also include items specific to your corporation, its membership, and its committee structure (audit committee members should have a right to review specific financials, for example). Empowered boards need a list of these powers.

Copyright © 2001 Ralph Ward's Boardroom Insider

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