Glossary
Board governance glossary
16 terms boards actually search for, each with a plain definition and an honest note on what Prepared Board records today — including where it does not. Every claim matches /facts.
Not legal advice. Bylaws, statutes, and counsel control. Prepared Board does not give statutory opinions.
- AbstentionRecorded in Prepared Board
- An abstention is a director present and eligible to vote choosing not to vote yes or no. It is different from a recusal, which removes a conflicted director from the matter. How abstentions affect the result depends on the voting threshold — under a majority of votes cast they usually do not count either way.
- Board packRecorded in Prepared Board
- The board pack (also board book or board packet) is the set of materials directors receive before a meeting: agenda, prior minutes, reports, and the briefing for each decision. Sending it early enough — commonly a week ahead — is what lets directors prepare. Late or bloated packs are a common cause of poor deliberation.
- Closed decision recordRecorded in Prepared Board
- A closed decision record is the durable entry for a decision the board has finished: what was decided, how the vote went, who recused, the rationale, and the evidence that the follow-through happened. It is what a new director, auditor, or successor board reads to understand why something was done. Minutes record the meeting; the decision record follows the decision.
- Conflict of interestRecorded in Prepared Board
- A conflict of interest exists when a director's personal, financial, or other outside interest could affect — or appear to affect — their judgment on a board matter. Most boards adopt a written policy requiring annual disclosure and disclosure at the moment a conflicted matter comes up. The usual remedy is disclosure plus recusal, documented in the record.
- Consent agendaRecorded in Prepared Board
- A consent agenda bundles routine, non-controversial items — prior minutes, standing reports, routine renewals — into one motion approved without discussion. Any director can ask to pull an item off consent so it is discussed and voted on separately. It saves meeting time for decisions that need deliberation.
- Executive sessionRecorded in Prepared Board
- Executive session is a portion of a meeting held without staff, guests, or the public so directors can discuss sensitive matters such as personnel, litigation, or audit. Public bodies are bound by open-meeting laws on when and how they may close a session. Minutes of executive session are usually kept separately and more briefly.
- Fiduciary dutyNot a product feature
- Fiduciary duties are the legal obligations directors owe the organization. The duty of care means acting in good faith, informed, with reasonable diligence; the duty of loyalty means putting the organization's interest ahead of personal interest, which is why conflicts are disclosed. Nonprofit law often adds a duty of obedience to the mission. What the duties require in a given case is a question for counsel.
- Minutes approvalRecorded in Prepared Board
- Minutes approval is the board formally accepting the written minutes of a prior meeting as accurate, usually at the next meeting or on the consent agenda. Until approved, minutes are a draft. Corrections are made before approval, and the approval itself is recorded.
- MotionRecorded in Prepared Board
- A motion is a formal proposal that the board take a specific action, stated by a director (the mover) so it can be seconded, discussed, and voted on. Clear motion text becomes the resolution recorded in the minutes. Many boards follow a simplified version of Robert's Rules for how motions are made and amended.
- Officer electionPartly supported
- An officer election is the board choosing its chair, vice chair, secretary, treasurer, or other officers, usually at the annual meeting from a slate prepared by a nominating or governance committee. Bylaws set the offices, terms, and voting method. The result is recorded in the minutes and in the board's roster.
- Outcome monitorRecorded in Prepared Board
- An outcome monitor is a commitment, made when a decision is adopted, to check later whether it produced the intended result — with a metric, a target, an owner, and a report date. It turns a vote into an accountable experiment. Boards that skip it often re-debate decisions without knowing whether they worked.
- QuorumRecorded in Prepared Board
- Quorum is the minimum number of directors who must be present for a board to act. Bylaws and the governing statute set the number — commonly a majority of authorized seats or of directors in office. Without a quorum, a meeting can usually discuss but not adopt resolutions.
- RecusalRecorded in Prepared Board
- Recusal is a director stepping out of deliberation and voting on a specific matter because of a conflict of interest. Good practice records who recused, on which decision, and why, in the minutes. Whether a recused director still counts toward quorum depends on bylaws and statute.
- SecondRecorded in Prepared Board
- A second is a second director's indication that a motion deserves discussion. Under Robert's Rules a motion without a second usually does not proceed, though many small boards and committees waive the requirement. A second does not mean the seconder supports the motion.
- Unanimous written consentRecorded in Prepared Board
- Unanimous written consent lets a board act without a meeting when every director entitled to vote signs the same written resolution. Many statutes and bylaws allow it, often requiring unanimity; some allow less. The signed consent is filed with the minutes as the record of the action.
- Voting thresholdRecorded in Prepared Board
- The voting threshold is the share of votes a motion needs to pass — for example a majority of votes cast, two-thirds, a majority of the entire board, or unanimity. Bylaws and statute set it, and some actions require a higher threshold than ordinary business. Recording the threshold with the vote makes the result checkable later.