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The Board of Directors is a permanent part of the organization and is established in the organization’s bylaws. The members of the board are elected to act in an administrative capacity and are temporary agents of the organization. The board’s powers are limited to what is outlined in the bylaws or by vote of the general membership. Additionally, the board must operate under the bylaws, the parliamentary authority, and any applicable state or federal laws.

The board cannot delegate its powers and responsibilities to others, but it does have the authority to appoint committees to work under its supervision. These committees report directly to the board, and any decisions made by the committees are the ultimate responsibility of the board. It’s important to note that the board cannot rescind or be in conflict with any action taken by the general membership.

When it comes to conducting business in a board meeting, confidentiality is key unless other provisions, such as the “Sunshine Law,” apply. Information discussed in board meetings should not be shared with other members until it has been issued to all members or to the public. While members may be invited to attend board meetings to provide information or expert advice, they do not have the right to vote and may not necessarily remain for the deliberations.

The level of formality in board meetings can vary depending on the size and customs of the organization. Generally, parliamentary rules are more relaxed in a small board meeting compared to a larger board meeting. In a small board, members may make motions and speak while seated, motions do not require a second, debate is not limited, and the chairman can make motions, participate in debate, and vote without leaving the chair.

However, there are still some parliamentary requirements that need to be followed. The Chair must clearly state motions, discussions should be limited to the subject of the motion on the floor, and only one person is allowed to speak at a time. It’s important to note that if controversy arises, parliamentary rules may need to be applied as strictly as in a general membership meeting.

Overall, the board of directors plays a crucial role in the organization by acting as temporary agents and making administrative decisions. They must operate within the confines of the bylaws and any applicable laws, and they have the authority to appoint committees to assist in their work. Board meetings should be conducted with confidentiality and follow parliamentary rules, although the level of formality may vary depending on the size and customs of the organization.

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