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.