Board Infrastructure

From time to time as provided in the bylaws, the Board may designate the Vice Chairperson as a Chair-Elect. In such cases, the Chair-Elect’s responsibilities go beyond the usual role of a Vice Chair to lead the board in the Chairperson’s absence. The responsibilities of a Chair Elect include...
Leadership. Guides and directs the governance process, centering the work of the board on the organization’s mission, vision and strategic direction.
A duty of obedience to the charitable purpose of the organization, a duty that should be demonstrable in all the board’s decisions. A duty of loyalty, to act based on best interests of the organization and the wider community it serves, not the narrow interests of an individual or stakeholder group…
To clarify the difference between the board’s policy making responsibilities and management’s operational responsibilities.
Board policies do various things. Some describe how important processes, such as board self evaluation and CEO evaluation, are carried out. Other policies address standards of conduct such as a conflict of interest policy. Still others clarify delegations of authority such as the levels of…
The role of the board is to govern, not manage, the organization. To that end, the board carries out four roles...
Are You Prepared to Meet Today’s Governance Challenges? Serving on a community hospital or health care system board in today’s challenging environment takes more than the desire to fulfill a fiduciary duty.
The recent economic crisis, coupled with weekly headlines about one company after another demonstrating poor corporate governance choices, led investors and corporate watchdogs to blame boards of directors for less than-expected company performance. These stakeholders argue that directors were…
The Audit and Corporate Compliance Committee recommends policies and processes to the board related to...
The following is intended to be an example that boards should adapt to meet their individual needs.