Directors and Officers: Roles and Responsibilities
We assist companies and organizations with understanding the distinct roles, responsibilities and potential liabilities of directors and officers. We provide guidance on the structure of the board, operational procedures and compliance, and can help with questions relating to distinct issues relating to the state of incorporation. We also assist with governance issues for companies not organized as corporations, and help set up alternative structures such as Public Benefit Corporations.
We help companies with recordkeeping, including with the all-important board meeting process. It is essential to have a system in place for sending out a timely Notice and Call of Meeting, and to provide sufficient information to serve as a basis for the board to vote on matters assigned to the board of directors for decision-making and oversight. We attend board meetings upon request, and provide guidance on what requires a vote, and how best to make a record that protects both the company and its directors.
Relationship with Management
The relationship of the board with management should be one of mutual respect that fosters the flow of important information in both directions. Management - particularly in small nonprofit organizations where there is, by necessity, a "working" board - oftentimes gets the sense that the board is attempting to micromanage operations, while board members necessarily need to know information and approve certain operational structures in order to fulfill their duties. We help parties put together processes that gets everyone the information they need while ensuring management that effective communications will not translate to micromanagement.