A

Advisory Board: Unlike traditional boards of directors, advisory boards do not have formal governance responsibilities or legal duties. Instead, they provide advice and expertise to the executive team.

Affiliate:  an organization that is related to another organization, typically through ownership, control, or shared interests. 

Annual Meeting: A mandatory yearly gathering of a company's interested shareholders, during which the directors present an annual report.

Articles of Incorporation: a formal document filed with the state government to legally document the creation and recognition of a corporation by the state;  also known as  “Charter”, or “Certificate of incorporation”

Audit Committee: A committee of the board of directors responsible for overseeing financial reporting, the audit process, and internal controls.

Authority Matrix:  A tool used within organizations to define and document the levels of authority and decision-making powers assigned to various positions or roles; also known as a “Delegation of Authority Matrix” or “Responsibility Assignment Matrix”.

Authorized Shares: The number and types (classes) of shares the corporation is authorized to issue

B

Ballot Vote: A method of voting used in corporate board meetings where members write their vote on a slip of paper.

Board of Directors: A group of individuals elected to represent shareholders and oversee the management and operation of a company.

Board Resolutions: Formal decisions made by the board of directors to approve significant actions and policies, such as budget approvals, major contracts, and policy changes. They must be consistent with the bylaws and articles of incorporation.

Board Self-Assessment: A systematic process by which an organization's board of directors evaluates its own performance, effectiveness, and governance practices.

Bylaws: The rules and regulations enacted by an organization to provide a framework for its operations and management.

C

Certificate of Formation: a formal document filed with a government body (a state in the US) to legally document the creation and recognition of a limited liability company by that government body.

Chairman: The head of the board of directors, responsible for leading board meetings and ensuring effective governance.

Chief Staff Executive: The highest-ranking executive in a company, responsible for overall management and performance. The CEO reports to the board of directors and often serves as a link between the board and the company’s operations.

Clayton Act: A United States federal law that addresses specific practices such as mergers and acquisitions that could reduce competition.

Code of Conduct: A formal document that outlines the ethical standards, values, and principles expected of employees, directors, and officers within an organization.

Committees: Formal groups established by the board or management to focus on specific areas of the organization’s operations, governance, or strategic initiatives. Committees can be standing (permanent) or ad hoc (temporary).

Community Impact: Contributing positively to the communities in which the company operates, through initiatives like philanthropy, volunteering, and community development projects.

Competency-Based Board: A board of directors, whose members are selected and evaluated based on their individual competencies, skills, and experiences relevant to the organization's needs and strategic objectives. This approach emphasizes the importance of having a diverse group of directors with a broad range of expertise to effectively oversee and guide the organization.

Compliance: Adherence to laws, regulations, guidelines, and specifications relevant to its business.

Conflict of Interest: A situation in which a person or organization could potentially benefit personally from their actions or decisions made in their official capacity.

Consent Agenda:  A procedural tool used by boards of directors, committees, or other governing bodies to streamline meeting processes and efficiently manage routine or non-controversial items of business

Contested Election: A situation in which there are multiple candidates competing for a single position or seat, within a governing body such as a board of directors, a legislative body, or a membership organization.  ALSO CALLED COMPETITIVE ELECTION

Corporate Secretary: An officer responsible for ensuring the integrity of the governance framework, being the company's compliance officer, and managing the corporate record.

Corporate Social Responsibility (CSR): A company's commitment to manage its social, environmental, and economic effects responsibly.

Cumulative Voting: A method of voting where have a certain number of votes that they can allocate to one or more candidates, providing a way to support preferred candidates more strongly.

D

Director at Large:  A member of an organization’s board of directors who does not have specific oversight of a particular department or functional area but instead provides broad oversight and general governance to the organization

Due Diligence: The investigation or exercise of care that a reasonable business or person is normally expected to take before entering into an agreement or contract. 

Duty of Care: A fundamental principle in corporate governance and fiduciary duty that requires officers and directors to exercise ordinary and reasonable care in the performance of their duties, exhibiting honesty and good faith

Duty of Loyalty: A fundamental principle in corporate governance and fiduciary duty that requires officers and directors to prioritize the interests of the organization and its stakeholders above their own personal interests.

Duty of Obedience: A fundamental principle in corporate governance and fiduciary duty that requires officers and directors to ensure compliance with the laws, regulations, and governing documents that apply to the organization. 

E

Executive Committee: A small, permanent group of senior executives and board members who are delegated the authority to make significant decisions on behalf of the full board of directors or the organization.

Executive Leadership: Senior management responsible for executing the board’s strategic vision and managing day-to-day operations.

Executive Sessions: A private meeting within a board meeting, attended only by board members and other invited individuals, such as legal counsel or auditors.

F

Fiduciary Duty: The legal obligation of a board member to act in the best interest of the company and its shareholders.

Foreign Corporation: A business entity that is incorporated or registered in a jurisdiction (such as a state or country) outside of where it conducts its primary business operations.

G

Geographically Comprised Board: A board of directors, that are formed or organized based on geographical areas.

Governance: The system or framework of rules, relationships, practices, and processes by which a company is directed and controlled.

H

Hybrid Board:  A specific type of board structure that combines elements of both unitary and staggered boards, where some directors might be elected annually, while others have staggered terms.  

I

Independent Director: A board member who does not have a material or pecuniary relationship with the company or its related entities.

Industry Standards:  Established norms or requirements within a specific industry that are created 

K

Key Performance Indicators (KPIs): Measurable values that demonstrate how effectively an organization is achieving its key business objectives.

L

LLC (limited liability company): a type of business structure that combines the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation.

Lobbying Disclosure Act (LDA):  a United States federal law enacted in 1995 to regulate lobbying activities and promote transparency in government relations with disclosure requirements, reporting their lobbying activities and expenditures.

M

Manual of Policies and Procedures: A document that expands on of the terms of formation and operation of the organization in accordance with the articles of incorporation and the bylaws. Nonprofit organizations and associations  a comprehensive document that outlines the policies, protocols, and standard operating procedures (SOPs) governing the operations and conduct within an organization. It is an expansion on articles of incorporation and the bylaws;  also known as the "P&P manual" or "P&P guide"

Mission: A concise description of the company's core purpose and primary objectives. This explains why the company exists and what it aims to achieve in the long term.

Minutes: Official records of the decisions and discussions that take place during meetings of the Board or shareholders. Minutes document the actions and serve as a legal record of decisions made. They must accurately reflect the resolutions passed and discussions held, and they are often referenced for compliance and accountability.

Motion: A formal statement or proposal presented by a member of the board or a shareholder that asks the meeting to take a specific action or adopt a certain position; see “Parliamentary Procedure”.

N

Nominations Committee: A board committee that oversees the appointment of directors and succession planning for senior executives.

Non-Executive Director: A member of the board of directors who is not part of the company's executive management team.

O

Operating Agreement: A key document used by limited liability companies (LLCs) to outline the business's financial and functional decisions, including rules, regulations, and provisions. This agreement governs the internal operations of the business in a way that suits the specific needs of the owners (referred to as members). It is similar to a partnership agreement or corporate bylaws, but specifically for LLCs.

P

Parliamentary Procedure: A set of rules, ethics, and guidelines used to conduct meetings and make decisions in a systematic, fair, and orderly manner. 

Principal Office Address: The main office where the corporation's headquarters is located and records are kept.

Plurality Voting:  A method for voting where the highest number of votes win, often used when multiple positions are open.

Procedures: Step-by-step instructions on how policies are implemented and followed. 

Proxy Voting: A mechanism allowing shareholders to vote on corporate matters without being physically present at the meeting.

Q

Quorum: The minimum number of members or directors who must be present at a meeting to legally conduct business and make decisions. Without a quorum, any decisions or votes made may be considered invalid.

R

Registered Agent and Office: The name and address of the corporation's registered agent, who is authorized to receive legal documents on behalf of the corporation, and the location of the registered office.

Remuneration Committee: A board committee responsible for determining executive compensation and overseeing remuneration policies.

Representative board: A board of directors, whose members are selected of individuals who represent various stakeholders or interest groups associated with the organization.

Rising Vote: A method of voting used in corporate board meetings where members stand to indicate their vote, and the chair counts the votes;  used when a voice vote is unclear or when a count is needed.

Risk Management: The identification, assessment, and prioritization of risks followed by coordinated efforts to ensure the organization’s sustainability and resilience.

Roberts Rules of Order: A specific and widely recognized manual of parliamentary procedure, originally written by Henry Martyn Robert in 1876.

Role Call Vote: A method of voting used in corporate board meetings Each member's name is called, and they state their vote aloud. This method provides a clear record of how each member voted and is used for important or controversial issues.

S

Sarbanes-Oxley Act (SOX):  A United States federal law passed in 2002 that aims to improve corporate governance, financial transparency, and accountability

Shareholders: The owners of shares in a company, normally having voting rights and a claim to a part of the company's profits; also known as stockholders.

Sherman Act: A United States federal law that prohibits activities that restrain trade or competition in interstate commerce.

Slated Ballot: A voting method often used in elections  where a predefined list or "slate" of candidates is presented to voters for approval or rejection as a whole, rather than voting on each candidate individually.  A useful tool for a nominating committee to use to ensure that the board has the necessary mix of skills, experience, and diversity.

Staggered Board: A specific type of board structure where directors serve overlapping terms, with only a portion of the board being elected or re-elected in a given year; also known as a classified board. 

Stakeholders: All parties with an interest in a company, including employees, customers, suppliers, and the community, in addition to shareholders.

Stakeholder Engagement: The process of involving individuals, groups, or organizations that may be affected by or can affect a company's decisions.

Statement of Purpose: a formal declaration that outlines the fundamental objectives, values, and principles guiding a corporation's operations and decisions.

Strategic Objectives: High-level goals that the company aims to accomplish to fulfill its mission and vision. These objectives provide a roadmap for strategic planning and performance measurement

Strategic Planning: The process of defining the organization’s direction and allocating resources to pursue this strategy.

Subsidiary: An organization that is controlled by another an organization, referred to as the parent organization. 

Succession Planning: The process of identifying and developing new leaders who can replace old leaders when they leave or retire.

Sustainability:  The integration of environmental, social, and economic considerations into the decision-making processes and strategies of a company to ensure that the company operates in a manner that is responsible, ethical, and capable of sustaining long-term success while minimizing negative impacts on the environment and society.

Sustainability Committee: A dedicated committee at the board level to oversee sustainability initiatives and ensure they are integrated into the corporate strategy.

T

Task Force: A temporary group created to address specific issues, challenges, or projects within a limited timeframe. They are focused on achieving a particular objective and disband once the goal is met 

Transparency: Openness in the company's operations and decisions, ensuring that stakeholders have access to accurate and timely information.

Treasurer: Corporate officer responsible for the operational aspects of financial management, such as cash flow, liquidity management, and financing activities.

U

Unitary board: A specific type of board structure where directors are elected at the same time, typically at the annual shareholders' meeting.

V

Voice Vote: A method of voting used in corporate board meetings where members verbally express their votes. The chair then announces the result based on what they heard.  This is the simplest and most common method of voting in meetings

W

Whistleblower Policy: Procedures and protections for individuals who report unethical or illegal activities within an organization.

Y

Year-End Financial Reporting: A process of preparing and disclosing financial statements at the end of a company's fiscal year.

Z

Zero-Based Budgeting (ZBB): A budgeting process in which all expenses must be justified for each new budgeting period, regardless of whether they were included in previous budgets.

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