Director Menu

Director/Officer differences
Operating without a board

Board Powers
Board authority
Delegating authority
Dissenting directors
Limitations on directors
Standing to sue

Director Duties
Annual disclosures
Attend meetings
Board orientation
Due diligence
Fiduciary duties
General duties
Mismanagement
Review finances
Signing checks

Ethics - Conflicts of Interest
*Sample ethics policy
Censure
Compensation
Conflicts of Intererst
-contracts with directors
-dating directors
-insurance agent on board
-joint owners on boards
-lawyers on boards
-litigation
-manager-director
-paid directors
-realtors on boards
-relatives on boards
-spouses on boards
-treasurer conflicts
-window expertise
Director litigation
Embezzlement
Fiduciary duties
Gift certificates for directors
Nosey directors
Recuse
Sex with employees
Signing contracts w/o approval
Ultra vires acts

General Issues
Attorney-client privilege
Blind board member
Chronic complainers
Defamation
Delinquent directors
Director limitations
Director qualifications
Email between directors
Employee issues (menu)
Expense reimbursement
Felons
Harassment
Holding multiple seats
No board
Paid directors
Privacy of directors
Qualifications
Resignations (menu)
Signing contracts w/o approval
Spouse free speech
Term limits (menu)
Term of office
Vacancies (menu)
Volunteer defined
Voting (menu)

Liability Protection
Business judgment rule
Indemnifying directors
Injury to volunteers
Insurance

Officers
*Required officers
Electing Officers
-automatic vice president
-changing officers
-electing officers
-filling vacancies
-multiple offices
-nominations
-open meeting
-term of office
President
-administrative decisions
-assuming other offices
-duties
-signing checks
-veto
-voting rights
Removing officers
Resignation
-notice
-sample letter
Secretary
Treasurer
-conflicts of interest
-duties
-investments (menu)
-powers
-veto rights
Voting by officers

Problem Directors
Access to recordings
Broadcasting meetings
Censure
Disruptive directors
Executive Committee
Felonies
Provisional director
Receiver
Removal of directors (menu)
Signing contracts w/o approval
Sexual harassment
Ultra vires acts

Additional Resources
Books & publications

RELATED MENUS
Board Meetings
Business Directory
Committees
Corporations
Elections
Employees
Executive Sessions
Insurance
Litigation
Managers
Minutes
Newsletters
Records Inspection
Removal of Directors
Vacancies