Your board decided it. Can your records prove it?
The apparatus a board needs to govern defensibly — the policies, the cycles, the records, and the forms. We build the machinery. Your board operates it and makes every decision.
Does this sound like your board?
“Minutes record that a motion passed but not the disclosure, the recusal, the deliberation, or the basis — so the record cannot support the decision when it is read years later.
“The conflict-of-interest policy sits in the bylaws and is not operated: no annual declaration, no reviewer, no reconciliation against the roster, no report to the board.
“Interested-party and common-directorship transactions are handled by instinct rather than by the applicable procedure.
“Committees named in the bylaws have never met. Officer succession is undocumented.
“The organization cannot produce, from its own files, the record of what the board approved and why.
The instruments your board uses
- A governance calendar: meeting cycle, annual policy review, officer and committee cycle, and disclosure cycle, with owners and due dates.
- A conflict-of-interest program rather than a policy: the policy, plus separate declaration forms for directors, officers, staff, contractors, and volunteers; a reviewer role and workflow; reconciliation against the current roster; and a standing report to the board with completion rates.
- Minute and resolution templates built so the record captures what the applicable standard requires — disclosure, interest, recusal, the vote counted without the interested person, and the factual basis for the finding.
- Board and committee charters, an officer succession outline, and a new-director onboarding package.
- A board reporting pack your own staff produce from a repeating template.
- A document-retention schedule and an indexed governance file, so the record can be produced rather than reconstructed.
- Interested-transaction procedure — the workflow and forms that surface the facts, with the legal characterization left to your reviewer and counsel.
The deliverables
Conflict-of-interest policy · four role-specific declaration forms · reviewer workflow and annual cycle calendar · minute and resolution templates · committee charters · new-director onboarding binder · board reporting pack template · retention schedule · governance file index.
What you can run afterward
Your corporate secretary runs the declaration cycle and the governance calendar without outside help. Your minutes are produced from templates that already capture what a reviewer looks for. Your board can answer, from its own file, what it decided and on what basis.
Where the line is
We build governance infrastructure. We do not perform governance. We do not sit on your board, prepare your board packets, draft your minutes or resolutions, write your conflict-of-interest determinations, or prepare, review, sign, or characterize your Form 990 or its schedules. Those belong to your own directors and your own independent counsel and auditor.
Through The Academy — board education — and The Assessment. Commonly a focused sprint, and one of the most frequent starting points for organizations under a compliance deadline.