Duties of Individual Directors
The authority of individual Directors is limited to participating in actions taken by the Board as a whole when legally in session. Directors shall not assume responsibilities of administrators or other staff members. Neither the Board nor staff shall be bound by an action taken or statement made by an individual Director except when such statement or action is pursuant to specific instructions and official action taken by the Board. If the Board authorizes a person or persons to exercise powers that would otherwise be exercised by the Board, it may do so only to the extent authorized by the Articles of Incorporation
Each Director shall review the agenda and any study materials distributed prior to the meeting and be prepared to participate in the discussion and decision-making for each agenda item.
The Bylaws set forth a maximum number of meetings a Director may fail to attend before his or her office is declared vacant. Whenever possible, each Director shall give advance notice to the Chair of the Director’s inability to attend a Board meeting. A majority of the Board may excuse a Director’s absence from a meeting if requested to do so.
Cross Reference:
§ 1140 Vacancies
Legal Reference:
I.C. § 30-30-601 Idaho Nonprofit Corporation Act - Directors and Officers - Requirement for and Duties of the Board
Policy History:
Adopted on: May 17, 2021
Revised on:
Reviewed on: