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Duties of Directors
Annual disclosures
Attend meetings
Board orientation
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Due diligence
-extra legal advice
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Ethics - Conflicts of Interest
*Defined
Business judgment rule
Censure
-Ethics v. Carrigan
Compensation
Conflicts of interest
Disruptive directors
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Ethics issues
-alcohol at meetings
-bid shopping
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-committee chair on board
-confidential information
-conflicts defined
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-delinquent
-dinner
-directors as paid managers
-ethics policy
-feeding directors
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-litigation
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-manager married to director
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-spouse speech rights
-treasurer conflicts
-window expertise
Ethics policy
Executive Committee
Felons
Fiduciary duties
Manager ethics
Nosey directors
Recusal
-Ethics v. Carrigan
Removal of directors (menu)
Ultra vires acts

General Issues
Access to recordings
Attorney-client privilege
Blind board member
Chronic complainers
Defamation (menu)
Director limitations
Director qualifications
Email between directors
Employee issues (menu)
Expense reimbursement
Felons
Free speech (menu)
Harassment (menu)
Holding multiple seats
No board
Privacy of directors
Qualifications
Resignations (menu)
Signing contracts w/o approval
Term of Office
-appointed directors
-four year maximum
-staggered terms
-term limits
Term of office
Vacancies (menu)
Volunteer defined
Voting (menu)

Liability Protection
Business judgment rule
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Injury to volunteers
Insurance
Negligence

Resignations & Recalls
see Resignations & Recalls (menu)

Officers
*Required officers
-director/member at large
Electing Officers
-changing officers
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-nominations
-open meeting
-qualifications
-refusing office
-running for president
-term of office
Legal adviser
President
-administrative decisions
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-duties
-selecting a new president
-signing checks
-veto
-voting rights
-vp as acting president
Removing officers
Resignation
-notice
-sample letter
Secretary
Treasurer
-conflicts of interest
-duties
-investments (menu)
-powers
-rogue treasurer
Vice-President
-duties
-president resignation
-two vice-presidents
Voting by officers

Other
Directors on committees
Provisional director
Receiver

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