Board members' rights

The board is ultimately responsible for the whole organization brings several rights:

1. The board has a right to receive proper information and advice from the within the organization.
   However, it may also decide to get expert advice from outside the organization.
2. The board has a right to be heard.
   In other words, chief officers cannot go their own way and ignore the voice of the board.
3. Board members have a right to protection from personal liability.
1. Incorporation gives very good protection, but it is not absolute. For example, you will still be liable for breaking the law, particularly where you stand to make a personal profit or gain commercial advantage.
2. The board has a right to appropriate indemnity.
3. The board members may also need insurance protection, and various kinds of insurance are available.

Board members also have a set of individual rights:

1. The right to suggest business items for discussion.
   Any board member can bring up items for a board meeting. In most cases it is oral, and may be brought up at the agenda stage of the meeting. However, bringing up a complicated topic at last minute does not result in a good decision at that time.
   Some boards have extra rules on how it must be done, such as in writing, so many days before the meeting, to a designated person, or to a meeting called to set the agenda. This is good for complicated topics, and for large boards where members don't know each other personally. It also helps in planning meeting time, which may be tight. On the other hand, it can be slow and cumbersome if matters are small or if a serious matter arises rather suddenly.
2. Timely copies of Board minutes, reports, and information.
   Board members need enough information to make decisions, and should not be forced to vote without enough information, or information that is provided so late that members do not have time to consider it.
3. Move a motion and second a motion.
   A Board member can move a motion on something that is being discussed at the time on the agenda.   If someone seconds it, the Chairperson must open it for discussion. The exceptions are some kinds of special resolutions, which must be circulated in writing before the meeting. These exceptions are usually described in the legislation under which the orgaization is incorporated and in its constitution or articles of incorporation.
4. Speak to a motion.
   When a motion has been seconded, the Chairperson must give people an opportunity to speak to it. He/she cannot normally go straight to a vote. You have a right to disagree in discussion, but it is usually wise and tactful to give your reasons.
5. Vote.
   This is usually a deliberative vote, which means that you are free to make up your own mind based on the evidence discussed at the meeting. You do not have to go with the majority. In fact, you should follow your conscience. You are on a Board simply because your opinion is valuable. Not all votes are deliberative, for example, if you have a proxy vote for someone who is absent, the absentee may have instructed you to vote in a certain way regardless of the evidence discussed at the meeting.
6. Call a point of order.
   A Board member can call a point of order if a procedure is incorrect. This is most important when the Chairperson makes a mistake that would affect the outcome on a potentially contentious issue. This right is easy to abuse; some people use it to obstruct business and waste time. It counterbalances the Chairperson's responsibility to keep the meeting moving to get all the business done.