Posts Tagged ‘ governance ’

Definition: Meeting minutes

December 1, 2009

Meeting minutes are a detailed – although not word for word – records of business transacted in official meetings of the corporation. In corporations official meetings such as board of directors, manager’s, and annual general meeting, minutes are typed and recorded in a minute book for approval at the next meeting.
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Definition: Corporate Secretary

December 1, 2009

The Corporate Secretary is an officer of the corporation appointed by the Board of Directors to ensure that the Board has the proper advice and resources for discharging its fiduciary duty under state law, and to ensure that the records of the Board’s actions reflect that the Board has done so. The duties...
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Definition: Quorum

December 1, 2009

It is necessary to have a fixed minimum number of eligible voting members present (physically or by proxy) at a meeting to transact business or make final decisions. The bylaws of an organization specify this number. In the absence of a provision in the bylaws, the quorum is then the majority of eligible voting...
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Definition: Committee

December 1, 2009

A committee is comprised of an individual or a group appointed or elected by an organization. The purpose of a committee is to investigate, analyze, and propose resolution of specific subject matter. A committee has no power per se, except the power assigned to it by its governing body.
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Definition: Ex-Officio

December 1, 2009

Ex-Officio members hold voting rights by virtue of the office they hold. They are not required to attend all committee meetings and are not counted in determining a quorum.
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Definition: President-elect

December 1, 2009

A president-elect has been elected president but has not yet officially taken office, as it is still occupied by the current outgoing president.
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Definition: Charter

December 1, 2009

A charter is a statement of the mission, authority and activities of a group.
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Definition: Motion

December 1, 2009

A motion is a formal request to approve a resolution or specific action. For example: “I move that…..” places a motion into order. A second motion is required to advance the resolotion or action for discussion and approval. ” I second that motion…..”
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Definition: Board of Directors

December 1, 2009

The Board of Directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. The body sometimes has a different name, such as board of trustees, board of governors, board of managers, or executive board. It is often simply referred to as “the board.”
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Definition: Adjournment

December 1, 2009

The motion made to conclude a meeting.
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