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Board of Directors Handbook SAMPLE

A variation on the traditional Table of Organization is the inclusion of a Board of Directors Handbook.

A recent study of many sets of Bylaws of large, medium and small sized lake organizations showed that Bylaws were often burdened with complicated, inflexible provisions that made them unusable and untenable as credible, functional management documents.  As the dynamics of organizations change and evolve it is often impractical to expect that Bylaws alone including all of the necessary detail can keep in step with reality.  Some provisions included in traditional Bylaws can be practically delegated to the Board of Directors for the Board to manage.  This eliminates the requirement to amend the Bylaws that would have to be voted on and approved by the Members.  These provisions often include matters such as electronic voting, proxies, powers of attorney, financial audit requirements, disbursement authorizations, etc.  They can also include duties and responsibilities of Officers and Board Members.  In the absence of a documented, practical and authorized process for handling these matters, the sanction supporting addressing them is often ignored. 

Board of Directors Handbook
The Board of Directors Handbook not only expedites handling of delegated authority from the Members but also serves as a resource for the Board for forms and generally accepted procedures.  The Bylaws will reference the Handbook for the appropriate provisions.  The content of the Handbook is managed by the Board to facilitate it serving as a useful tool in the management of the organization.

Contact [email protected] for an editable version

  • Duties of Officers
    • The President shall
      • Preside at all Meetings of the Members
      • Chair all Meetings of the Board
      • Chair all Meetings of the Executive Committee
      • Be the primary representative for the Association
    • The Vice President shall
      • Preside at Member Meetings in the absence of the President
      • Chair Meetings of the Board in the absence of the President
      • Chair Meetings of the Executive Committee in the absence of the President
      • Have such powers and duties as may be delegated by the President or delegated by the Board, in the event of the extended absence or disability of the President.
      • The Vice President will be the President-Elect and will succeed the President when the President resigns his term
    • The Secretary shall
      • Record Minutes of all Member, Board and Executive Committee Meetings
      • Distribute Minutes as directed by the Board
      • Maintain Corporate and Association records and files and documents including but not limited to:
        • Articles of Incorporation
        • Bylaws and associated documents
        • Insurance policies
        • Member Meeting Minutes
        • Board Meeting Minutes
        • Executive Committee Minutes
      • Perform other duties and functions as may be directed by the Board
    • The Treasurer shall
      • Be responsible for the financial record keeping integrity of the Association
      • Record and post Association financial transactions
      • Consolidate and summarize transactions using  standard financial record keeping procedures
      • Prepare regular financial reports to Members and Board members.
      • Prepare and report all submissions required by the IRS, state and local taxing authorities.
      • Assist the Board of Directors in preparation of a preliminary Annual Budget for the Association
        • Preliminary approval of the Annual Budget will be made at the first Board of Directors Meeting of the fiscal year.
        • Secure approval of the Annual Budget by Members at the first Member Meeting of the fiscal year
        • Perform other duties and functions as may be directed by the Board
  • Contracts
    • The Board may authorize any Officer or Association Agent, in addition to Officers authorized by the Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or may be confirmed to specific instances.  No contract or obligation in excess of FIVE HUNDRED DOLLARS ($500) shall be entered into by an Officer, Association Agent or any representative of the Association without prior approval of the Board.
  • Checks, Drafts or Orders
    • All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, Association Agents, and in such manner as shall from time to time be determined by resolution of the Board.  In the absence of such determination by the Board such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Association.  All checks, drafts or order amount exceeding FIVE HUNDRED DOLLARS ($500) shall be issued after prior approval by the Board.
  • Power of Attorney
    • Member Power of Attorney
      • A Member of Record of  may appoint an Attorney-In-Fact to possess Powers of Attorney in all matters to which said Member would otherwise be entitled to, including those as a  Member, member of the Board, Officer or member of any Committee for the Association.
      • The Attorney-In-Fact must be a person at least eighteen (18) years of age, possess an intimate relationship to the Member and be in a position to act in the best interest of the Member.
      • Assignment of Powers of Attorney in matters must be consistent with the intent of the provision as interpreted by the Board of Directors and will require approval of the Board.  Such approval not to be unreasonably withheld.
      • Registration of Member Powers of Attorney requires filing of a Power of Attorney Form with the Secretary.
      • Though the Attorney-In-Fact will be recognized by the Association as the official Member of Record, receiving official Notices, etc. instead of the Principal, this does not preclude the Principal from acting on his/her own behalf, superseding the authority of the Attorney-In-Fact.
  • Electronic Voting
    • When appropriate and necessary Electronic Voting may be substituted for any vote at a Special Meeting on any question put to the Board, Committee members or Members.  Electronic Voting is regarded as an action of a Virtual Special Meeting subject to interpreted provisions provided for Special Meetings in these Bylaws.
    • Quorums
      • Requirements for Quorums for Electronic Voting will be the same as those for Special Meetings.  The total number of electronic votes received will be used to constitute a Quorum.
    • A hard copy of the results of all Electronic votes will be filed and maintained in the permanent records of the Association.
    • The President will be non-voting reserving his deciding vote for the case of a tie between the other voters. 
  • Member Proxies
    • Members can designate another Member to represent him at a Member meeting by properly executing a MEMBER PROXY FORM.

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