A plain-English glossary of board terms

These are the terms a new board member hears in the first few meetings, in plain English. Where we have a longer guide, the term links to it.

Meetings

• Agenda. The list of what the meeting will cover, in order, ideally with a time next to each item.
• Board packet. The documents sent before a meeting: the agenda, the last minutes, reports and anything the board is asked to decide. See why packets go unread.
• Consent agenda. A group of routine items approved in one vote without discussion. Any director can pull an item out. See the consent agenda template.
• Executive session. A part of the meeting held without staff or guests, for matters like the executive director's pay or legal advice. See executive session minutes.
• Quorum. The minimum number of directors who must be present for the board to act. See what a quorum is.
• Special meeting. A meeting called outside the regular schedule, with notice set by the bylaws. Under Robert's Rules the notice must state the purpose, and only that business can be taken up.
• Adjourn. To end the meeting.

Decisions

• Motion. A formal proposal that the board do something. "I move that we approve the budget."
• Second. Another member's agreement that the board should consider a motion. Under the small-board rules in Robert's Rules, a motion doesn't need one. See Robert's Rules for a small board.
• Resolution. A motion written out formally, often because a bank, funder or agency wants a copy.
• Abstain. To choose not to vote.
• Recuse. To step out of a discussion and vote because of a conflict of interest.
• Proxy. Permission for someone else to vote in your place. California and D.C. don't let directors vote by proxy, and Texas allows it only if the governing documents do.
• Unanimous written consent. A way for the board to act without a meeting, by every director signing. See the guide and sample.
• Robert's Rules. A widely used manual of meeting procedure. It applies to a board only if the bylaws adopt it.

Records

• Minutes. The official record of what the board did at a meeting. See what to leave out.
• Action item. A task someone agreed to do, with an owner and a due date. See action items that get done.
• Articles of incorporation. The document filed with the state that created the corporation. Some states call it a certificate of incorporation or a charter.
• Bylaws. The organization's own rules for how the board and members operate.
• Form 990. The annual return a tax-exempt organization files with the IRS. Smaller organizations file the shorter 990-EZ or the 990-N e-Postcard instead. The return is public.

People

• Director. A member of the board. Some organizations say trustee.
• Officer. A person holding an office the bylaws create, such as chair, treasurer or secretary.
• Chair. The officer who leads the board and runs its meetings. Some organizations say president.
• Secretary. The officer responsible for notices, minutes and records. See the new secretary's guide.
• Treasurer. The officer who oversees the finances and reports on them. See the treasurer's report template.
• Executive director. The senior staff member, hired by the board. Some organizations say CEO.
• Ex officio. Holding a board or committee seat because of another position. Whether the seat carries a vote depends on the bylaws.
• Executive committee. A small committee, usually the officers, that the bylaws may allow to act between board meetings.
• Term. How long a director serves before re-election, set by the bylaws.

Duties

• Fiduciary duty. The legal duty to act in the organization's interest. It is usually described as a duty of care, which means paying attention and asking questions, a duty of loyalty, which means putting the organization ahead of yourself, and a duty of obedience to its mission and the law.
• Conflict of interest. A situation where a director's own interests, or those of family or business, could pull against the organization's. See annual disclosures.

How Karma Compass helps

Karma Compass is board management software for nonprofits. Directors RSVP, vote and open the packet from links in their email, Compass drafts minutes from the meeting record on every plan, and on the Pro plan it also drafts agendas.

See what each plan includes