Board Development & Governance Flashcards

Which document primarily defines the internal governance rules and operating procedures of a nonprofit board?

Answer: Bylaws

Bylaws are the governing document that outlines board structure, meeting procedures, officer roles, and voting rules.

A nonprofit board member who also owns a company that sells supplies to the organization has a duty to:

Answer: Disclose the relationship and recuse from related decisions

Conflict of interest policies require disclosure and recusal from decisions where a personal financial interest exists.

What is the primary purpose of an executive session during a board meeting?

Answer: To allow the board to discuss sensitive matters confidentially

Executive sessions provide a confidential setting for the board to discuss personnel, legal, or other sensitive issues.

Which governance practice best ensures board decisions reflect the full board's input rather than a single leader's preferences?

Answer: Distributing meeting materials at least 48–72 hours in advance

Advance distribution of materials allows all board members to review information, prepare questions, and participate meaningfully.

Under the duty of loyalty, a board member must prioritize the interests of:

Answer: The nonprofit's mission and stakeholders

The duty of loyalty requires board members to act in the best interest of the organization, not personal or third-party interests.

A nominating committee's primary function in board development is to:

Answer: Identify, vet, and recommend candidates for board seats

The nominating committee manages the pipeline of prospective board members, assessing skills gaps and vetting candidates.

When a nonprofit's bylaws conflict with state nonprofit corporation law, which generally takes precedence?

Answer: State law, because it supersedes organizational documents

State nonprofit corporation law is the legal authority; bylaws may customize governance only within the bounds that state law permits.